The Expanded Adventures of Benjamin Tennyson
by Feral2K
Summary: New aliens, villains, and stories for everyone's favorite xenomorph
1. Bump in the Night

I do not own Ben 10, or any of the characters that have already or will debut in the series.

Note: This project ignores the events of "Race Against Time"

Secondary note: For this project, benwolf is Howlrunner, benmummy is Underwraps, and benviktor is Boltneck.

Jacqueline panted, out of breath. She hated playing tag with her friends. She wasn't very athletic, and she always ended up being It. After that happened, she could never catch anyone, and she got made fun of for it. They didn't mean to hurt her like that, but it did sting, a little. But this time would be different. She _knew_ she would catch someone today. She just knew it.

Eventually, Jacqueline got up to the old sawmill. No one had worked here for ages, and she knew that someone would be hiding in here. Someone always did, and they told her that they did because they thought she could never get up the hill to it. But today, she had. _Now, someone's going to get it_.

Jacqueline pushed the door open, trying not to make too much noise. No point in expending all that energy getting here if you were going to scare everyone off with a little noise. Creeping didn't come naturally to Jacqueline, but she made a good show of it. At least, she did until she found her friends. And the monster that had gotten them first.

**Ben 10**

Bump in the Night

It's a fact: the weirder someone looks, the more likely that people will do anything to get rid of them. This was true for Leapfrog. Born looking like the unholy spawn of a giant frog and a human, he had soon found that people in his hometown would do anything to get rid of him. Sometimes this meant that he got free stuff, sometimes it meant he got chased away by gun-toting maniacs. He applied this lesson to everything he did. Like the bank robbery today. The tellers had practically fallen over themselves to get the money for him and his gang. Now to make a clean getaway of it.

Leapfrog pulled up short suddenly. The creature standing in front of him had blue fur all over its body, and glowing green eyes. The general shape of it was that of a wolf, but a wolf that had learned to stand on two legs. Leapfrog's first thought was that it was a werewolf. Never did it cross his mind that this creature was an alien. Nor did the name Howlrunner cross his mind. But then, only three people knew that this alien called itself Howlrunner, and they also knew that he was, in fact, not normally an alien, but a boy. Leapfrog never thought of any of this. He only thought that the werewolf might end up ruining his day.

"Give it up, scumbag, and maybe I'll let you hop away easy."

Howlrunner flexed his legs, jumping out of the way of the bullets Leapfrog's goons let fly in his direction. Realizing that he was outgunned, he decided to let fly with his own weapon. He stepped back out into the road, his snout opening four ways at once. When it was opened thus, he unleashed his sonic roar, blowing the goons down the street. Leapfrog, however, managed to jump over the blast, and came down, prodigious feet first, on Howlrunner's head, driving the remnants of the roar into the pavement. Before Howlrunner could grab him, he pushed off, turning a flip before landing well behind the lupine alien.

"You'll never take me alive, you creepy wolf-thing! I'm Leapfrog, and I'll always get awa-"

Leapfrog's triumphant speech was cut off as trash cans, loose trash, and other objects littering the street lifted off and soared straight towards him. No matter where Leapfrog leapt to, they followed him, battering him mercilessly. When they stopped, Leapfrog sighed in relief. Before he could capitalize on his newfound mercy, he found himself in a furry grip. Turning his head around, he caught a glimpse of Howlrunner. He chuckled nervously, and then fainted. Howlrunner waited until he could hear sirens, and then ran off.

An hour later, Ben Tennyson, holder of the Omnitrix, the most powerful 10-year-old in the known universe, stretched on his bed in his grandfather's RV. Turning into Howlrunner hadn't been his plan (in fact, he had wanted the Omnitrix to turn him into Diamond Head), but he'd managed to get the job done. Unfortunately, the fact that he'd needed help was something that his cousin Gwen wouldn't let him live down.

"Gwen, I could have gotten him by myself, it just would have taken a little longer for me to do it."

"A little- Ben, if I hadn't driven him back towards you, he have hop, hop, hopped his way out of town! Even if you could catch him, which you couldn't have done without using XLR8, he'd have just kicked you back into the dirt! Why can't you just face the fact that you actually _needed_ my help?!"

"Maybe it's because you keep telling me that I needed your help. I'm telling you, I could have done it fine by myself!"

Before Gwen could retort, Grandpa Max stepped in.

"Kids, stop arguing. You both did great out there. And Ben, I have to agree with Gwen. Howlrunner couldn't have caught up with that frog-man, unless he had a head start. Sorry."

Gwen stuck her tongue out at Ben. Determined to ignore her, Ben made his way up to the front of the Rust Bucket. Sliding into the passenger's seat, he looked out at the road. Over their summer vacation, the three of them had stopped in a lot of major cities (as well as a great deal of small towns). During the trip, Ben had found the Omnitrix, a black and white watch that contained the DNA of ten aliens. The Omnitrix let Ben turn into those aliens for an amount of time (he was never certain how long he had each time he used it). Ben used it, for the most part, to fight the aliens, mutants, machines and other weird stuff he'd encountered during summer vacation. Another handy feature of the Omnitrix was that it could acquire samples of alien DNA, allowing him to collect a menagerie of alien forms he could use. At current count, he had somewhere between fifteen and twenty aliens, each with their own evolutionary quirks that provided him with a wide array of useful powers. Unfortunately, the Omnitrix didn't always turn him into the alien he wanted to become, case in point his fight with Leapfrog earlier today.

Ben was broken out of his thoughts when Grandpa Max pulled off the road into a trailer park. This was more often than not where they stayed during vacation; Ben could only remember one time that they'd stayed in a hotel, and that had been scammed by one of Grandpa Max's friends from back in the day. This one was a lot emptier than most of the trailer parks they found themselves in. As they pulled in, one family was packing up to leave. Max got out to talk to the man helping two children get ready to leave. Ben and Gwen got out to listen to the conversation.

"So, what's the rush to get out of here?"

The man looked at Max as though he was crazy.

"You haven't heard? There's some sort of monster lurking up in the hills there. Kids have gone missing, and the one that did come back was spouting off about vampires and shadows. We're getting out before our kids go missing. You should leave too, before your kids there get hurt."

With that, he climbed into his RV after his kids and started it up, pulling out in a hurry. Max watched him go, and then turned to look into the hills. Ben followed his gaze, as did Gwen. All three said the same thing.

"Let's check it out."

"So, Grandpa, you're the expert on weird stuff. Are there really vampires?"

It was late evening, and Ben, Gwen and Max were still searching the woods for any sign of the supposed monster. Gwen, who had asked the question, was behind Max, huddled in slightly. Ben noticed this, and laughed.

"Gwen's afraid of vampires! I mean, come on. Everyone knows there's no such thing as vampires."

"Just like there's no such thing as aliens? You should know better than to just assume something doesn't exist, Ben. And it's not fear; it's just a . . . a healthy respect. So, Grandpa, are there-"

"Honestly, I don't know. We found someone that we thought was one, but he disappeared before we could find out for sure. He could have been some sort of alien or mutant for all we know."

"Great. Just great. So, just in case, why couldn't this have waited until we could get our hands on some sort of stakes, or garlic, or stuff like that?"

"Because I don't think this is a vampire. Vampires are supposed to go after healthy young adults, not kids. Hey, what's that?"

Ben and Gwen followed the beam of Max's flashlight. It illuminated the corner of a roof. The roof looked dilapidated, worn down from years of disrepair. Sweeping the flashlight down around the corner revealed the rest of the building, as well as the dried up riverbed next to the one wall. Max got it first.

"It's a sawmill. It's seen better days, but that's definitely what it is. Ben, now would be a good time to go hero, in case anything decides to find us in there."

"All right. Time to shock and awe!"

Ben slammed down the dial of the Omnitrix, releasing a flash of green light. Max and Gwen averted their eyes to keep from being blinded. When they turned back to Ben, he was easily eight feet tall. His skin was a dull light green. His eyes were different sizes, and two turbines grew out of his shoulders. Gwen shook her head.

"You went Boltneck? The floorboards are probably rotted out in there. You'll be smashing through the floor with every step!"

"And when I kick the tar out of this mystery monster, you'll be taking that back. Just watch, dweeb."

With that, Boltneck rushed the door, punching it open. Max and Gwen followed, Gwen still huddled behind Max. Max shone his flashlight around as they went from room to room. They found nothing on the ground floor. Gwen and Max went up the stairs first, followed by Boltneck. He was still only halfway up the stairs when Gwen gasped in horror.

"Are . . . are they dead? They're just . . . just lying there . . . oh man, this was a bad idea. I vote we get out of here, now."

Boltneck cleared the stairs and found himself looking at a wide variety of children, ranging from a few years younger than himself to almost ten years older than him. Max had his fingers on the neck of the nearest one, a girl that looked about six.

"They're alive, but unconscious. Gwen, do you have any spells you can use to levitate them out of here?"

Gwen nodded, but she was shaking all over. Max patted her on the shoulder, and then turned to Boltneck.

"How many do you think you can carry at once? I can get two or three, but we're probably going to need to take at least two trips."

Before he could answer, Gwen shrieked. Both of them turned to see her pointing at a man-shaped creature on the stairs. It had white skin on its chest and head, with black everywhere else. Extending from hips to wrist, with some extra extending past the fingers, were a pair of red skin flaps like a manta ray's. Both fingers and toes were tipped with red claws, and its mouth was filled with red fangs. Gwen scooted backwards as the creature climbed the stairs. As soon as she hit the wall, she jumped into the air.

"Gwen, cast a spell!"

Max's words jolted Gwen partially out of her panic. Raising her hands, Gwen opened her mouth to speak an incantation. Before she could get it out, the creature leapt, spreading its arms and the skin flaps attached to them. Gliding through the air, it landed in front of Gwen, grabbing her by the face. It opened its mouth, loosing a hiss like a teapot, and Gwen slumped into unconsciousness. Satisfied that Gwen would be no trouble, the creature dropped her and turned to Max and Boltneck, emitting a warbling screech as it did so. This was enough for Boltneck.

"Fry, you freak!"

As he shouted, the turbines on his back crackled with energy. The energy ran down his arms, and he shot it out as a bolt of green lightning from his hands. In response, the creature swung one of its arms around in front of itself. As the arm moved, so did the shadows around it, forming a barrier that absorbed the energy from the lightning bolt. Boltneck followed the attack up with a charge, determined to punch through the shadow wall. He did this with surprising ease, only to find that the creature was no longer behind the barrier.

Before he could get his bearings, he was grabbed on the turbines. A wave of iciness washed through him, and he felt a massive current going from him into the creature. Swinging around, he caught something fleshy with his backhanded blow, just enough to knock it loose. Completing the turn, he found himself face-to-face with the creature. Somehow, it looked less distinct than it had when it came up the stairs. Gritting his teeth, Boltneck tried to fire a lightning bolt at it, but got nothing but sparks. Before he could draw any conclusions from this, he heard a familiar beeping. _Oh, man, not now! Don't time out now!_ But his silent pleas were in vain. In a flash of red light, Ben was returned to his human form. His vision was blurry, and he could barely stand up. His last sight was the creature leaping towards him and grabbing him by the Omnitrix. Then, blackness.

Ben wiped the sleepiness out of his eyes. He'd had the weirdest dream. Boltneck was in it, and some kind of vampire monster. It had fought him and . . .

"Ben! You're all right!"

Max grabbed Ben in a bear hug. Ben found himself patting his grandfather on the shoulders awkwardly. Something was missing; he just couldn't place it yet. And then it hit him.

"Grandpa, where's Gwen?"

Max broke off from hugging Ben. It was then that Ben noticed that Grandpa Max had tears in his eyes.

"Ben, do you remember fighting something recently?"

"Well, I had a dream about fighting some kind of vampire thing, but that was just a-"

"It was no dream, Ben. You did fight that vampire, and got beaten. You've been asleep for two days."

"Two days? Man, how did it make me do that?"

"The alien is an energy-drainer. That's why it was attacking kids; kids are naturally more energetic than adults. Those kids were its food pantry"

"Wait, how do you know it was an alien?"

"It grabbed you by the Omnitrix to get a better taste of you, and you acquired it. Problem is, it drained the Omnitrix pretty much dry; check and see if it's still locked out."

Ben looked.

"No, it's fine. But, where's Gwen?"

"She's still with that alien. I couldn't get to her and still carry you out. I thought that you would have a better chance at beating that thing than she would, even with her magic."

"Well then, let's go and kick that thing's butt! The sun is shining. That's got to give us some kind of edge, so let's go!"

It was still early afternoon when Max and Ben found the abandoned sawmill again. They entered cautiously; despite Ben's brave words, they had no idea whether or not the alien actually slept, or if it was weakened by sunlight. When they got to the second floor, they found that all of the kids that were there the last time they had come were still there. But, there was no sign of the alien. Nor was there any sign of Gwen. Max hid his emotions well; Ben didn't need to know how badly he felt about leaving Gwen behind.

"Ben, do you think any of your aliens could help get all these kids back to the trailer park?"

"After getting drained like that, I don't know how much time I'd have with any of my aliens. Unless . . . "

Ben's eyes lit up, and he twisted the dial of the Omnitrix until he found the silhouette he wanted. When the green light faded, he was a black and white alien with green eyes.

"I figure that Ditto can keep himself an alien as long as I want if I space out when each set of duplicates leaves."

"Good idea, Ben! I'll grab what I can, and you have Ditto get the rest. Then, we search for Gwen and that monster."

It took Ditto and Max most of the day to get the kids back to the trailer park, and Ben insisted on being able to use the Omnitrix before they went monster hunting. When the Omnitrix changed from red to green, the sun had set. Ben got up, but before he and Max could leave, they heard the alien's warbling shriek echo over the park.

"Think he knows we took the kids?"

"I think he's coming here to look for them. Pick an alien that doesn't shoot energy this time; hopefully it'll make it harder for it to weaken you."

Ben twisted the Omnitrix, picked an alien, but didn't activate it yet. He wanted as much time as he could get against this thing. He looked at Max, finding him hoisting the "sun gun" he had used against Ghostfreak the first time they had fought him. Ben nodded, and turned back around just in time to see the creature shoot over the trees, shrieking away. Max shot, but the creature dove, and the beam went high.

As soon as it landed, Ben depressed the Omnitrix, and in a flash he was a white alien with plated yellow armor on its back. Cannon Bolt, he figured, could move fast enough to catch the vampire alien before it could do whatever it had done to dodge Boltneck, and powerful enough to shatter its shadow barriers. Before he could launch, though, he saw what the creature was wearing around its neck, and that immediately made him regret his choice of alien.

A length of chain was wrapped around the alien's neck. The chain was also wrapped around Gwen's wrists, so she hung from its neck with her feet dangling a foot off the ground. She groaned, and the alien reached up with a hand to grab her face. It trembled in ecstasy, and Gwen slumped into unconsciousness again.

Cannon Bolt curled into an armored ball and shot at the alien. It twisted out of the way, keeping both itself and its meal out of harm's way. Cannon Bolt kept going, caroming off trees until he had a shot at the alien's back. He hit with a crunch, rebounding up into the air while the vampire hit the dirt. Before it could get up, Cannon Bolt dropped on its head, driving it into the dirt. As he shot off, the alien pushed itself up off the ground, shrieking in agony as parts of its jaw slid away from each other. Using one hand to hold its ruined face together, it grabbed Gwen's head with the other. Energy flowed from her to it, and its face slowly melted back into one cohesive unit.

Max watched as Cannon Bolt shot back at the alien. Before they collided, the alien waved its hand, and a ramp of shadows erected itself, catapulting Cannon Bolt across the park. Adjusting the intensity on the sun gun, Max raked a line of solar energy across the alien's chest, slicing through the chain connecting it to Gwen. The alien recoiled, and Max saw a line burnt across the path his beam had gone. The creature reached for Gwen, but its arm was shattered when Cannon Bolt came back from being tossed away. The alien shrieked and whirled, landing on the ground with its broken arm cradled in the other. Before either Max or Cannon Bolt could get to it, the alien cloaked itself in shadows, which sank into the ground. The alien was gone. They had won.

It was three days before Gwen woke up. When she did, she had a myriad of questions for Ben and Max.

"I was captured? By that creepy vampire?"

"Yes. You got captured by the vampire alien."

"So – wait, it was an alien? Not a vampire?"

"That's right. I told you there was no such thing as vampires."

"Ben!"

"What? She always gets snooty when _she's _right."

"I do not get snooty!"

Max left his grandchildren to their argument. Right now, nothing could shake him out of his good mood. Getting into the driver's seat, he started up the Rust Bucket and drove off in search of their next adventure.


	2. Riptide

I do not own Ben 10, or any of the characters that have already or will debut in the series.

Note: This project ignores the events of "Race Against Time"

Secondary note: For this project, benwolf is Howlrunner, benmummy is Underwraps, and benviktor is Boltneck.

"Grandpa Max, help! It's back!"

Gwen shrieked again as the monster landed in front of the Rust Bucket. Its chest and head were white, with the rest of the body was black. Blood-red, manta-like wings were attached to the creature's arms, and red claws and fangs protruded. Gwen raised her hands defensively, and was about to run when she saw a protrusion on the creature's chest. It was a circle divided in quarters.

"Ben, you jerk! Were you trying to give me a heart attack?"

"Sorry, Gwen. I just wanted to give Drakulus a test run in daylight. You know, to see if he's sensitive to sunlight or not. So far, nothing."

"Ooohhh, I'm going to get you for this! Just wait until Grandpa Max finds out you did this!"

"Actually, Gwen, I'm the one who came up with the idea."

Gwen and Drakulus turned at Max's voice. Gwen's jaw dropped when she heard Max's admission.

"You told him . . . but, you know that thing scares me!"

"Sorry kid, but, since none of us has seen this kind of alien in daylight before, we had to find out. Same reason why Ben doesn't turn into Ghostfreak, even though we got him back. Common sense."

Before Gwen could mull this over, someone screamed. Darkulus spread his wings and lifted off, headed towards the scream, while Gwen and Max got into the Rust Bucket to follow him.

Drakulus got to the source of the scream well before Max and Gwen. It was a jewelry store with the window smashed out. Two thugs were running down the street, lugging sacks in one hand and guns in the other. Drakulus dove towards them. Out of nowhere, he shrieked. The thugs turned to the sound. One looked like he was going to panic, but the other one was calmer. Taking careful aim, he fired at Drakulus' head.

**Ben 10**

Riptide

The bullet was moving faster than Drakulus could dodge. Closing his eyes, he felt something well up inside of him. Opening his eyes, he saw a wall of black in front of him. Something bounced off, and then it cleared away. _Oh yeah! He can control shadows!_ Relieved, Drakulus swooped down, kicking the panicky thug as he landed. Turning, he found himself almost face-to-face with the bold thug. _Now, to see if _I _can do this next trick_. Grabbing the thug by the face, he felt around inside his own head, searching for the command that would let him absorb the guy's energy. Nothing.

"Let. Go. _Now_."

The thug was looking at Drakulus with murder in his eyes. Racking his mind, Drakulus felt himself open up. Something poured into him from the thug, who went limp. Drakulus dropped him just as the police pulled up. He waved to them, only to find himself being sighted by both cops.

"You, monster thingy! Step away from that person with your hands up!"

"Wait, I'm the good guy here, honest! He was-"

"Do it NOW! Now or we shoot!"

"Aw, man!"

With that, Drakulus pulled the shadows around himself. Sinking into them, he popped out in an alleyway just as the Omnitrix timed out, leaving him Ben again. He started walking, hoping to run into Grandpa Max soon.

"Ungrateful jerks. I practically hand them their suspect, and they treat me like _I'm_ the criminal!"

Ben was curled up in the back of the Rust Bucket, fuming. Gwen hated to admit it, but she felt that Ben had a genuine reason this time. He'd only been trying to help, and he'd almost gotten shot up. On the other hand, Ben had been one of the few aliens that wasn't already established as a good guy. But then again, he hadn't known about the robbery until well after he'd gone alien. However . . .

She shook her head. Getting trapped in an endless logic loop would get her nowhere fast. She looked out the window and saw where they were headed.

"A beach, Grandpa? We've already been to the beach this summer."

"I know, but I thought, while we're in Tampa, we could at least see for ourselves what all the hype is about."

Gwen sighed. Sometimes, she didn't get her grandfather. Granted, some of that was the age difference; he was at least fifty years older than her. Still, one would think that, after spending a good chunk of the summer with a guy would help you understand him. Sliding out of her seat, she walked out the door and onto the beach.

It hadn't even been an hour since they'd gotten to the beach, and Gwen was bored out of her mind. There just wasn't that much to do at the beach. She'd rather be in a museum, or a library, or somewhere that she could exercise her mind. This was . . . _boring_.

Gwen was walking back to the Rust Bucket, planning to get her laptop, or her spellbook, or something to cut through the boredom, when she saw the girl. She was rail-thin. Her clothes were ragged and filthy, and her skin was just as dirty. The worst part of it was, she didn't look all that older than Gwen. Gwen felt drawn to this girl, and started walking over. The closer she got, however, the more the other girl shrank away from her, up to the point where she was pressed up against the boardwalk's support pillar. Gwen crouched down under the boardwalk to get closer.

"Hi. My name's Gwen. Are you okay?"

The other girl just whimpered a little. Gwen's heart went out to her immediately. She must have been living like this for a while; someone more recently ousted from society wouldn't be so skittish, she reasoned. She backed up, and the other girl relaxed a little. Gwen sat down in front of her.

"So, what's your name?"

The girl didn't answer immediately, and Gwen thought she was going to bolt. But she did answer.

"I-I'm Amber. Are you going to tell the cops I'm here?"

"Why would I do that?"

"Everyone else does, and then I have to run again."

"Well, why don't you go with them?"

"Because they try to put me in an orphanage. I hate it there."

"All right, I promise that I won't tell anyone you're here. But, why are you here? Why aren't you with your parents?"

Tears welled up in Amber's eyes.

"Oh. Sorry, I didn't mean-"

"GWEN! GWEN, WHERE ARE YOU?"

Both girls jumped. Gwen turned around, and saw Ben running towards her. He stopped abruptly, wrinkling his nose.

"Aw, gross! What did you step in?"

"Ben!"

"That smells nasty! Seriously, what reeks?"

"Be nice, won't you? This is-"

"It's her! Man, she smells like a Dumpster! Geez, take a sho-"

"BEN! That's enough! Why don't you go terrorize some tourists or something?"

Ben left, muttering something about how he never smelled that bad in his life. Gwen hurried to apologize to Amber.

"Sorry about Ben. He's just, well . . . stupid."

"It's okay. I haven't really had a chance to clean up in a while. Do you think, you know, use your shower?"

"Sure. Come on."

After Amber got out of the shower, Gwen gave her some clothes to replace the rags she'd been wearing. She actually cleaned up nicely. Her skin was a creamy brown, and her hair looked nice when it wasn't all greasy and dirty. She had just finished toweling off her hair when Ben walked in. His jaw dropped, and Gwen knew exactly what was going on in her cousin's head.

"Ben, this is Amber. You recognize her, don't you?"

"Not really. So, where did you meet her?"

"This is the girl I was talking with under the boardwalk. You know, the one you thought smelled like-"

"Oh. Uh, about that, you see, I was, uh . . ."

Amber giggled, and Ben's whole face turned red as a tomato. She walked over and brushed his hair back. Gwen snorted. She'd probably have him eating out of her hand next, if she didn't step in and get her to stop. But then again, if she could get this on tape . . .

Gwen had just gotten her video camera when Grandpa Max walked into the Rust Bucket. As soon as she saw him, Amber pulled her hand away from Ben, and Gwen hid her camera. Max looked Amber over, and then turned to Gwen.

"So, who's your little friend?"

"Grandpa, this is Amber. She lives . . . she lives near the beach. We met near the boardwalk, and she wanted to see-"

"Gwen, Ben told me about her. Personally, I think it's great that you want to help, but we can't just take in anyone."

"I wasn't taking her in! She just wanted a shower-"

"And some clothes? Gwen, come outside with me."

Gwen squeezed past Ben and Amber to follow her grandfather outside the Rust Bucket. She sat down next to him on one of the benches situated nearby. Max sat down next to her and started to talk.

"Gwen, I know that you're trying to help, but-"

"But nothing! She needed help, and I gave it to her. What's so bad about that?"

"Look, I think it's great that you wanted to help. I really do, but she might get attached to you. What do you think you'll do then?"

"Well, I-I don't know. I didn't think about it. Sorry."

"There's nothing to apologize for. Now, I guess she can stay for dinner, but then-"

Before he could say anything else, a shriek came up from the beach. Gwen and Max both snapped upright. As they rose off of the bench, Ben came tearing out of the Rust Bucket, cycling through the Omnitrix's selection of aliens. He pressed down on the dial, and became a tower of green crystal. He didn't make any remarks about wanting to be another alien, so he probably meant to become Diamond Head. He sprinted ahead of the other two towards the beach.

When Gwen got to the beach proper, she found Diamond Head in combat with a bunch of . . . what? They were humanoid in appearance, but looked to be made entirely out of water, with no features at all. She watched as Diamond Head turned one of his arms into a crystal blade. He swung with it, slicing one of the water creatures in half. It dissolved as he turned to fight another, but then reformed when his back was turned. This was looking bad.

Max pulled some manner of Plumber weapon out of his pocket and charged in, light blazing from the barrel of the weapon. Gwen racked her brain through the small collection of spells she'd managed to remember. None of them seemed appropriate to fight these creatures, and she didn't think her martial arts would do anything to them. But, not trying wouldn't be right, either.

Before she could join the fight, Amber grabbed her by the shoulder, holding her back. As she passed, Gwen noticed that her eyes were glowing blue. Passing Gwen, she walked resolutely towards the fight. When she reached it, she simply stuck her hand into the nearest creature. It began to jitter, and then exploded without a sound. As its remains soaked into the sand, the rest began to back away, running for the surf. Everyone stared at Amber.

"This is just like Kevin!"

"It is not like Kevin! Kevin was a creep; Amber's helpful, and nice."

"She's a freak, and she's trouble, just like Kevin!"

Fuming, Gwen stormed out of the Rust Bucket and started walking away. She didn't notice Amber following her until the other girl had almost caught up with her. Gwen decided to stop, but her body kept moving. Amber walked fully into her plane of view, and Gwen saw that she was sweating. More importantly, her eyes were glowing blue again.

"Sorry about this, Gwen, but you'll understand eventually. I just want us to be together forever, without your rude cousin, or anyone else."

Gwen tried to speak, and found she could.

"What are you talking about? What are you doing to me?"

"I don't know what the proper term is, but I can control water. The water in ice, steam, even people. And I'm going to drown this city out, so we can have it all to ourselves, to be best friends forever!"

"You-you're insane! You'd kill all these people just to be alone with me? That's psychotic!"

There was more that Gwen wanted to say, but her jaw froze up at that point, and all she could do was groan. Amber kept walking, and Gwen followed, trying with every fiber of her being to break out of Amber's control.

Eventually, they found a tall enough building from which Amber could watch her killer tsunami and not have Gwen get caught in it. During the walk there, she had talked about all the fun she and Gwen were going to have in the empty city. Gwen was still trying to find a way around Amber's control, and was rewarded by a few finger twitches. _It must wear her out to do this for more than a few minutes. But how long will it take before I can actually do something?_

Before Gwen had time to guess, an orange dog with no eyes came crashing through the doorway leading to the stairs down the building. Gwen inwardly rejoiced to see Wildmutt; this meant that Grandpa Max wouldn't be too far behind, and surely he'd have something to deal with Amber.

Amber wasn't happy with this development.

"So, I'm guessing this is Ben, huh? Well, prepare to get sucked under by the Riptide!"

Pipes burst all over the roof, and water rose up to form a vaguely humanoid shell around Amber – no, _Riptide_. As it formed, Gwen gave a mighty twitch, the result of all her muscles working at once against a force no longer present. As some of her muscles cramped up, she watched as Wildmutt took a swing at Riptide's water armor, only to have it freeze just before contact, and just as quickly melt back into water. Gwen realized that she only had one chance to stop this. She had to act quickly.

Just as Wildmutt hit the ice again, Gwen jumped forward, spell escaping her lips. The ice melted – and Gwen's hand shot straight through the back of the armor, landing on Riptide's head. Gwen felt Riptide's mind open up to her. Shoving her way through the thoughts, she found the area where Riptide's powers were located.

The sensation was incredible. Gwen could sense everything through this part of Riptide's mind. Herself, Riptide, Wildmutt, the millions of people in the city, even the wave coming towards them from the Gulf. Stretching out her consciousness, Gwen forced the wave to recede. When she was done, the wave coming might be a little high, but it wouldn't destroy the city like Riptide had planned. Satisfied, she let loose a burst of mental command, burning through the pathways of Riptide's brain.

When she pulled herself out of Riptide's mind, Gwen slumped to her knees. It took her a moment to realize that Riptide's water armor had dissolved. Riptide, meanwhile, was frantically making hand gestures.

"What did you do to me!?"

"Shorted out your powers . . . you're just a normal person now."

"NO! You witch!"

Riptide lunged for Gwen, but Wildmutt grabbed her by the waist. He leapt down the building, presumably to take Riptide somewhere where she couldn't hurt anyone else. _Like that orphanage she didn't want to go to._ Gwen smiled, and then passed out, exhausted by her trip into Riptide's mind.

When Gwen came to, she was in the Rust Bucket. Ben was slouched at the table, and Max was driving. Ben muttered something to her that sounded something like "Finally". Gwen passed him and got into the passenger's seat. She needed to talk to Grandpa Max.

"Gwen! You're up."

"Yeah, I am. And I want to say, I'm sorry about the whole thing that happened."

"Gwen, there's nothing you have to be sorry for."

"But, if I hadn't been nice to her, then she wouldn't have tried to destroy the city-"

"There's no way you could have known that going in. Remember, hindsight is always greater than foresight."

Gwen nodded, but inside, she was troubled. No matter what Max said, she still knew that the whole mess had been her fault. She shrunk down in her seat a little. Someday, she would have to deal with the fallout of this little disaster, and she knew it wouldn't be pretty.


	3. Swamp Showdown

I do not own Ben 10, or any of the characters that have already or will debut in the series.

Note: This project ignores the events of "Race Against Time"

Secondary note: For this project, benwolf is Howlrunner, benmummy is Underwraps, and benviktor is Boltneck.

Mike turned the fanboat around. This tour was over, and he couldn't be happier. This was the last tour of the day, and, as always, it had been full of annoying tourists. Tourists wanting their picture taken with the alligators in the shot. Tourists messing around with his boat. Stupid, annoying tourists. But, without the tourists, he'd have to get a normal job. Work in an office, wear a tie, all sorts of nonsense like that. Much worse than his old job.

"Hey, what's that? Is it some kind of gator?"

Mike turned, fully expecting to have to explain how much that log looked like a gator. Instead, he himself was caught off-guard by what he saw. It looked vaguely like a gator, in that it was covered in green-brown scales. However, the nose was too short, the legs too long, and there was no tail. But perhaps the biggest difference between it and the gators that populated the swamp was that the creature was running at them on two legs.

The creature turned to the boat, and Mike realized that one of the tourists had taken its picture. It roared, and then its chest came up and forward. It opened its mouth and vomited a spray of sludge all over the fanboat and its passengers. Mike wiped the sludge out of his eyes in time to see the monster slip into the water and swim away. This was bad. If the monster was what he thought it was, he would need help. And he knew just the former colleague to call.

**Ben 10**

Swampland Showdown

"It's a swamp."

Ben didn't look happy. Granted, he hadn't had the best of days yesterday. Volcanus, Sixsix and Krabb had attacked him, and they'd made a fool out of him. Gwen had needed to sneak into their ship and smuggle him out while the three of them had fought over who got to give Ben to Vilgax. So, it was a little understandable that he was grumpy. But, the situation still needed explaining, Max decided.

"It's not just any swamp, it's the Everglades. And we're here on Plumber business."

Ben perked up immediately at the mention of the Plumbers. Max had once been a Plumber, and still had a fair amount of technology from his time with them. Since the beginning of this summer, when Ben found the Omnitrix, he had been thrust into the alien-battling world of the Plumbers with Gwen and Max. Any Plumber business promised excitement.

"So, what is it? Some kind of alien monstrosity running loose through the swamp, killing gators?"

"There are no reports yet on whether or not it's killed anything, but, yes, there is an alien running loose in the Everglades. Mike will explain when we meet him."

Ben sat back, infinitely happier than he had been a minute ago. There was Plumber business afoot. Nothing was better than Plumber business.

Max pulled up to a run-down building on the edge of the swamp. A man a few years older than him was sitting on a chair in front of the building. He perked up when he saw Max get out of the Rust Bucket.

"Max, you old dog! Come here!"

"Mike! It's been a long time, hasn't it?"

Gwen and Ben watched their grandfather hugging a total stranger. It wasn't the most surprising thing they'd seen; the idea that anything about Max could surprise them had long since faded from their minds. It was just weird. The guy looked so _normal_. Nothing to suggest that he used to be knee-deep in alien affairs.

"So, these must be those grandkids you told me about, eh? Let's hope they can take a bit of the old excitement."

"Hey, we've handled plenty of 'excitement' this summer, you old - ow!"

Ben jumped, grabbing his left foot while Gwen smiled sweetly. Behind Mike, Max shook his head. Back to business as usual with the kids. Once Mike finished introducing himself, he got immediately to the point.

"What are we looking at, Mike?"

"Well, I don't much know myself. Never seen anything like it. Got a picture, though. One of the tourists snapped it before the thing threw up on us and skedaddled."

"Wait, it throws up? That's its big attack? That's lame. I could take it, no problem."

"You? You're a little small for that, don't you think?"

It was then that Ben remembered. This guy had no idea that he had the Omnitrix. He didn't know that Ben had that kind of power. He only knew that Ben was a little scrawny for his age. _Just perfect. Now I've got to be all stealthy when I try to go hero_.

"Come on. I can show you where I found the thing."

Ben hunched down in the fanboat as Mike navigated the swamp. This was getting boring. Nothing but looking at rotting trees and sluggish lizards. When was this going to get exciting? He began contemplating throwing himself out and leaving his fate to the mercy of the gators when the boat began to slow, and then stop. Mike got out and began to walk through the sludgy water. Everyone got out and followed.

"It was about here. We could have gotten past it no problem, but some stupid tourist had to snap a picture. Riled it something fierce."

"So, where do you think it went?"

"South or south-east, one of the two. That's the only way it could have gotten out of this little area here. I say we head down this way and see if we can find its lair."

Mike turned to go get the boat. Before he could get there, the water in front of him exploded, and the alien sprang up. Ben's first impression was of the Swamp Beast out of that old monster movie he'd found in his parents' movie cabinet. It was the same color, same skin texture, even about the same shape. Only problem was, it was at least a foot taller than the creature in the movie.

He shook his head. This thing was going berserk in front of him, and all he could think about was old movies? He activated the Omnitrix, twisting the dial until he saw Ripjaws' silhouette in the green diamond. The aquatic alien would be right at home in this place. He pressed the dial in, there was a flash of green light – and Heat Blast resolved himself out of the light.

"Aw, come on! Can't we get this right once in a while?"

"No time to complain, Ben. Mike needs help."

Heat Blast nodded and charged in. Since Mike was so close to the swamp alien, he couldn't just start shooting fireballs. He had to split them up somehow. Channeling the heat into his hands, Heat Blast grabbed the other alien by the arms. It howled, letting go of Mike to take a swing at him.

Heat Blast was knocked flying by the other alien, crashing into a tree and sliding onto one of the few patches of ground in the area. _Okay, it's stronger than I thought. But, it's not near anyone now, so . . ._

"Time for a barbeque!"

With these words, he unleashed a stream of fire at the swamp alien, only to have it dive under the water. Undeterred, Heat Blast directed his flames into the water, boiling parts of the swamp instantaneously. As he was cooking the water in front of himself, Heat Blast didn't notice the alien coming up to his right. He did notice, however, when it spewed sludge all over him, dousing his firepower.

"Gross! He just puked on me!"

"Ben, look out!"

Heat Blast turned to Gwen as she shouted, and as such was caught unawares when the alien punched him in the head. He went sprawling into the swamp, sinking under the water and into the bliss of unconsciousness.

Ben woke up coughing. He was in Mike's boat, soaking wet, and back to being Ben again. He tried to sit up, but was sent back down by Max's hands on his shoulders.

"Stay down, Ben. You almost drowned back there."

"Couldn't," cough "tell."

Ben looked around the boat. Gwen was sitting in the front, hunched over. When she saw Ben starting to sit up, she leapt over to hug him. Before Ben could get past the surprise, she released him, hauled off, and slapped him across the face.

"Ow! What was that for?"

"Don't you _ever_ scare me like that again! Do you hear me?"

"Whoa, Gwen, it's starting to sound like you like me. I kind of like the change."

Before Gwen could fire off a retort, Mike came slogging over. He was carrying some sort of device that Ben couldn't recognize, although he was pretty sure it was some kind of Plumber tool. Mike put it into the boat, and then followed it.

"So, Max, when were you going to tell me about your secret weapon here?"

"Well, Mike, it's just-"

Mike held up a hand.

"No worries. I would have done the same thing in your position. I've actually been following your exploits over this summer. That's how I knew you'd be in the area."

"Wait, you knew this whole time that I had the Omnitrix, and you just treated me like a little-"

"Hold on there, son. If I acted like I knew, your grandfather here would get mighty suspicious of me calling him for help. By acting the fool, I got one more good look at this thing."

Everyone perked up when he said the last bit.

"So, Mike, what do you think it is that we're up against?"

"If I had to guess, I'd say it's an Arkillian. Only problem is, it's got to be some kind of mutation in the species. No Arkillian is _that_ nasty, or that strong. Plus, normal Arkillians can't puke up swamp sludge."

"A mutant Arkillian? Could this be the fallout from Drooge's experiments? I remember he had a lab near here."

"Wait a minute. Who's Drooge, and what's an Arkillian?"

"I keep forgetting the kids weren't around for the good old days. Come on, I'll show you."

"There's nothing here."

Ben was looking at a patch of swampland, no different than any other patch they'd passed on their way here. Behind him, both Mike and Max chuckled.

"Well, of course there's nothing _aboveground_. Drooge hated swamps. Only set up in this area because he thought no one would look for him here."

Getting out of the boat, Mike walked over to a tree and fiddled around inside it. Getting a grip on something, he twisted his hand, and a portion of the swampland around the tree sunk into stairs. Max got out of the boat, followed by an amazed Ben and Gwen. Mike followed the group down after he got his hand out of the tree.

The area at the end of the stairs stank of the swamp; obviously, Drooge's protections against the environment had broken in the years since he'd been sent away. As Ben and Gwen looked around with wide-eyed wonder, Mike began to give them a little history.

"Now, Drooge was . . . well, we actually never found out what precisely Drooge was. We do know that he was a master geneticist, who wanted to make super-soldiers to conquer any environment. We're coming up on the base template now . . . ah, here he is."

The alien in the containment tank was easily eight feet tall. It was well-muscled, but still wiry. Its tail curled up in the bottom of the tank, measuring a good two feet longer than the rangy legs. Its triangular head was rested on its chest. One three-fingered hand was curled into a fist; the other was unclenched. All in all, something you didn't want to see walking around. Mike patted the tank.

"This is Xcz'nkt. Serial killer on Arcturus Major. Must have gotten hundreds before they actually caught him. Psychically lobotomized as punishment. Well, Drooge found this an otherwise perfect specimen, bought him, and put him in this tank, taking blood when he needed. See, with this blood, he could induce superior strength in his test subjects."

"Wow. Think I can get a sample?"

"Don't even think about it. The eagerness to kill was hardwired into his DNA. It's why the Arkillian mutant is so nasty. Drooge found this out after his first few test subjects. Tried marketing them as terror weapons after that. We caught him when he started testing on humans. Shipped him off to a prison planet. We thought we got all his pets, too. Let's see if we can find more about the one we're fighting in the computers."

Ben was sitting down, looking at the soupy mess that the lower levels of the lab had become. Max and Mike were going through the computer, trying to find any information on the mutant alien, while Gwen was poking around some of the equipment. This was getting boring again. He was about to complain when Gwen shrieked.

"Gwen!"

Ben got up and rushed towards the sound of the scream. He got there to find Gwen staring down the swamp alien. It looked furious. Ben knew he had to fight it into submission. _Four Arms should be strong enough to fight it off_. Ben activated the Omnitrix, there was a flash of light – and Ripjaws stood staring down the other alien.

"Oh, yeah. _Now_ I get Ripjaws. Just freaking gre-"

The swamp alien bull-rushed him, knocking him backwards. Ripjaws caught a flash of Max and Mike running towards the swamp alien. He tried waving them off, but there was something wrong with his arms; they just weren't working right. He was still trying to get them to work when he hit the water. Untangling himself, he shot downwards, hoping to get momentum for a leaping attack. Before he could turn around, he heard a splash behind him; the other alien had followed him in.

Ripjaws reversed course and shot at the swamp alien. He hit it jaws first, biting down as hard as he could. The other alien shrieked, although the sound didn't carry as well underwater. It tried to land a hammer blow to Ripjaws' head, but his position on its body made that a hard thing; it was an awkward angle to swing at. Still shrieking, the swamp alien swam for the surface, dragging Ripjaws with it. He let go before the other alien pulled him out of the water, but followed it as soon as it made its target clear.

Max grabbed Gwen out of the way as the swamp alien swung a piledriver fist at her. Ripjaws grabbed it by the leg with his mouth, worrying it like a dog with a bone. The swamp alien smashed him on the head, stunning him long enough for it to get its leg out of his mouth. The alien let out a roar, and then puffed up its chest. Before Ripjaws could get out of the way, the swamp alien spewed sludge all over him.

"Aw, gross!"

"Not now, Ben! Stop that thing!"

Ripjaws stood up, wiping some of the stuff out of his eyes. The swamp alien was going berserk, smashing consoles and tearing out panels. Before he could charge in, the Omnitrix started beeping.

"No, not now! Come," flash "on!"

The alien turned at the flash, seeing Ben as a human. It roared and rushed him, grabbing him by the wrist. Ben heard a muted beeping come from his wrist, and knew precisely what it meant; the Omnitrix had acquired the psychotic monster's DNA, and had consequently reset itself. Now, if only he could get it to let go of his arm . . .

Gwen provided that distraction. Raising her hand, she called a hurricane to blast the swamp alien. Raising its arms to shield its face, it let go of Ben. Rolling out of the way, he spun the dial until he found an alien he liked, and then pressed the dial down.

Another green flash and Four Arms came charging into battle. He hit the swamp alien with both left arms at once. It rocked backwards, but didn't fall. Its return blow knocked Four Arms on his butt.

"So, you're strong too, huh? Knockdown brawl!"

With that, he began flailing wildly, hitting the swamp alien with as many blows as he could deliver. It was too busy to do anything other than defend, and that was when Max took his shot. Aiming carefully, he shot a lance of light into the creature's back. It roared again, and then collapsed.

Ben watched as the ship took off. Mike had called in the favor, and some aliens had taken the swamp alien with them. Hopefully, they were going to dump it on some uninhabited planet and leave it there, but he wasn't sure. Now, it was time to say goodbye.

"Well, it was nice to meet you, even if you are old."

"BEN!"

"No harm, little missie. He's honest, and there's nothing wrong with that. Now, take care of yourselves, and don't get into too much trouble, y'hear?"

They assured him that they did, but there could be no guarantees. They were Tennysons, after all.


	4. Wreck and Roll

I do not own Ben 10, or any of the characters that have already or will debut in the series

I do not own Ben 10, or any of the characters that have already or will debut in the series.

Note: This project ignores the events of "Race Against Time", "Ben 10 Versus Negative 10". "Goodbye and Good Riddance" and "Ben 10: Alien Force". I have other plans for Ben, Gwen, Charmcaster, Animo, and all the others.

Secondary note: For this project, benwolf is Howlrunner, benmummy is Underwraps, and benviktor is Boltneck.

On the subject of benviktor: I'm not calling him benviktor because that's just a placeholder name that was assigned to him because the creators decided that none of the monster aliens were going to be used after the one story arc(the benmummy appearance in Season 4 doesn't count because the creators have said that the episode he appeared in doesn't count in the storyline). Anyway, I had to come up with a name, and I bounced the names off my little cousin, who picked Boltneck. I never thought of Frankenvolt, mostly because I already named the Megawatt ThunderVolt(now, praise be that the second future episode doesn't count, since that means I don't have to use their kinda crappy name for it). Anyway, that's a little insight into my twisted, diseased mind for ya.

Sorry this chapter's so late. Job hunt, deaths in the families, professionally mourning for some well-hated SOB and a couple of other unpopular people here in the middle of nowhere. Busy, busy, busy.

Everything about her said that she was angry. Her walk, her expression, everything. It was Xander's job to keep her in line, but all that meant was keeping her happy. And right now, he was failing at his job.

"Look, all we need is for you to do this show. It's the end of the tour, you can go home, rest up for a while, and then-"

She raised a hand and stopped walking. Xander stopped too; this response had been drilled into him by the record company. Whatever Gothika wants, she gets. Put up with her temper tantrums, deal with her problems, do whatever she wants. No questions.

"It's not the tour, lackey. It's . . . it's a family thing. I heard one of my dad's old enemies was in town, and I want one of his traveling companions here. Tonight. I'll give you his name, you take care of the details. Got it?"

"Yes, of course. But, this isn't going to be like Phoenix, is it?"

He hoped that nothing would ever be like Phoenix. What had happened had made Gothika very angry, and he'd taken the brunt of that anger. Never mind that it was her fault; she had thrown a fit. He just had to keep her from doing that.

"I'm not going to kill them, if that's what you mean. I've just got a little surprise in store for him. Now, bring me a Tennyson."

**Ben 10**

Wreck and Roll

Ben was in the middle of a nap when the sound woke him up. It was squealing. Someone in the Rust Bucket was squealing. Only one of the people that was usually in the Rust Bucket squealed. Groaning, he pulled the pillow out from under his head and threw it at Gwen.

"Do you mind? I'm trying to take a nap here."

Gwen ignored Ben, turning to Max instead.

"Please, can I go? Please, please, please?"

"What is she talking about? Can she go to what?"

Gwen shook her head, as though Ben should have known what she wanted to go to. Ben scowled at her in response. Max, as he usually did, stepped in to mediate.

"Gwen won tickets to a concert playing here in Cleveland."

"Ugh. What washed-up pop diva are you so eager to see this time?"

"She's not washed-up! She couldn't be more popular right now!"

"Whatever. Who is it that I'm not going to see?"

"Gothika."

This stopped Ben immediately, but the shock quickly wore off, to be replaced by incredulity.

"Wait, you listen to Gothika? Since when?"

"That's none of your business."

"Oh, man. You only started paying attention to her after the thing in Phoenix, didn't you?"

"What thing in Phoenix?"

"Nothing, Gran-"

"She twisted a bird's head off on-stage in Phoenix. It got played on all the news networks for a couple weeks. She got in a lot of trouble for that."

Max looked at Ben, trying to determine whether or not he was lying. When he was done, he looked at Gwen.

"Is this true, Gwen?"

"She apologized and everything. Paid a huge fine and-"

"I see. You know, your parents would be very angry with me if I let you go to something like that."

"They don't need to know! Besides, if I don't go, someone will end up scalping the tickets. You don't want someone to break the law over this, do you?"

"That's a pretty slim reason for me to let you go to this. I don't think you'll be going, Gwen."

Gwen made an arcane sign with her hands behind her back. A little twinkle flashed in her eyes, and then mimicked itself in Max's eyes.

"Please, Grandpa Max? Please can I go to the Gothika concert?"

"Sure, Gwen. What time is it?"

"WHAT!? You can't be serious, Grandpa! Gothika's a-"

"He said I could go, Ben. Isn't that good enough for you?"

Ben scowled at her. He'd seen enough to have a pretty good idea of how Gwen had gotten her concert, and he didn't like the idea. However, if it worked the way he thought it did, arguing would only serve to mess up Max's mind. Crossing his arms, he rolled over to stare at the wall.

"You're not seriously going out like _that_, are you?"

Ben was staring at Gwen. His normally killjoy of a cousin was dressed head to toe in black. She'd added a few leather armbands, and even a dog collar, set with gleaming metal spikes. She'd even spiked her hair and streaked it with black.

"Oh, come on. I can't go in my regular clothes. I wouldn't fit in like that. What do you think?"

"I think your dad would kill Grandpa if he knew you went to this concert dressed like that. Just like Grandpa would kill you if he knew you messed with his head using magic."

"Wh-what are you talking about? I didn't-"

"Right, so the finger-waving and the flash in your eyes just happens normally? I don't think so."

Gwen glanced around to see if Max was behind her, and then turned back to Ben, her eyes looking a little frantic.

"You can't tell him about this! He'd-"

"I'm not going to tell him. _You_ are. Now."

"Do you have any idea what he'll do to me if he finds out that I-"

"Right now, you're up there with Charmcaster and Hex. I get grief from you about using the Omnitrix for personal reasons, and now you've just shown me that I shouldn't listen to you."

"How dare you compare me to Charmcaster? She-"

"Doesn't care what effect her magic has on others, just like you. You just haven't gotten to the property damage level yet. This isn't the first time, either. Just the first time you did it to him."

"I'll tell him after the concert, all right? That way, everyone wins."

"No, you'll tell him when he gets back in the Rust Bucket."

"Who'll tell me what now?"

Gwen stiffened at Max's voice. Ben smirked a little, though not enough to get Max's attention.

"Yeah, Grandpa, Gwen has something she wants to say to you. Don't you, Gwen?"

Gwen opened her mouth, but a loud explosion cut her off. Ben and Max rushed outside just in time to see a fireball shoot up about a mile away. Ben activated the Omnitrix, and was racing away as XLR8 in mere seconds. Gwen watched as the blue-black streak shot towards the source of the fire. Max jumped into the Rust Bucket while Gwen let out a sigh of relief. Ben would be too distracted by whatever had set off the fireball to tell Max that she'd clouded his mind.

"All hail Skinflint, the baddest brawler in all Ohio!"

XLR8 stopped to take in what he was fighting. The guy looked like he was made of rocks, some vaguely humanoid sculpture built by a caveman. And he was on fire. Blue flames wreathed his entire body, but it didn't seem to concern him in the least. Raising his right hand, he shot fire like a blowtorch at a mobile hot dog cart, sending the likely owner running in panic. Judging by the wreckage, the police had already tried and failed to stop him. _I've gotta put out those flames. Then, he's not nearly as tough. I hope._ XLR8 turned his head when he heard tires screeching. It was Max in the Rust Bucket. The rock guy, Skinflint, took advantage of this distraction to shoot a blast at XLR8.

"Ben, look out!"

XLR8 shot to the left, all the while praying that Skinflint couldn't actually control the flames after he launched them. Fortunately, he didn't seem to have that ability, and the flames shot harmlessly past. Looking around for something with which to fight the burning brawler, he found himself next to a fire station. _That's it!_ XLR8 skidded to a halt just inside, and belatedly realized that seeing something just appear the way he did whenever he stopped suddenly might frighten people. His faceplate slid up, and he saw one of the firemen stagger to his feet. The other two were just staring at him like he was some sort of boogeyman escaped from a nightmare. _Okay, that might not have been the best way to come in here._ However, he didn't have all that much time to make nice.

"Grab a hose, and follow me!"

To their credit, the firemen didn't hesitate to follow the order, and in less than a minute they were carrying the hose to the nearest fire hydrant. It took even less time to get the hose attached. During this time, XLR8 had laid down the groundwork of what they would be doing with the hose. Then, all he had to do was get out of the way when the firemen turned on the hydrant, blasting Skinflint with a large amount of water. He let the firemen spray for half a minute, and then rocketed inward. He went low, knocking Skinflint's legs out from under him. Before he could do anything else, he heard that familiar beeping noise that told him that he was a few seconds from turning back into Ben, and that would be a bad thing if he was still around Skinflint when he changed back. In order to avoid that, he shot down the street, sliding into an alleyway just as the Omnitrix timed out. All in all, not a bad job. Less butt-kicking that he liked, but it still turned out better than some of his fights with whatever the universe threw at him.

It was hours later. Gwen was at her concert, and Ben and Max had just finished dinner. More accurately, Max had finished dinner while Ben had gagged over whatever lower life form Max had cooked this time. Ben stepped out for some air, thinking about how he was going to get Gwen to tell Max that she'd messed with his head. He normally wasn't really responsible, but this was dangerous to both Max and Gwen. _He_ might get severely brain-damaged, while _she_ might end up a rogue witch, like Charmcaster.

He was still mulling over the problem when Max called him into the Rust Bucket. Ben found him holding a CD case in his hand. One of Gwen's Gothika CD's, Ben noticed

"Ben, who is this on this CD?"

"I think it's Gothika. Why?"

Max didn't answer. Instead, he flicked a switch under the table. With the activation of the switch, a section of the table popped up, revealing one of the myriad pieces of Plumber tech hidden throughout the Rust Bucket. This was a computer of some sort, although there was no keyboard. Instead, it had what appeared to be a scanner. Ben's guess was confirmed when Max put the CD case face-down onto it, activating the device. In seconds, the image from the case had loaded onto the screen.

"Computer, compare visual image to Subjects E-4625 to E-5219."

The image of Gothika shrank into one of the corners of the screen. Images of various beings Ben didn't recognize began flashing onto the screen. Before Ben could ask what Max was thinking, the stream of pictures stopped. Ben got a good look at the image. It was a man who looked very similar to Gothika's picture. Sure, his hair was blond instead of metallic blue, and his eyes were less almond-shaped than hers, but there were more than enough similarities.

"So, what's this supposed to mean, Grandpa?"

"It means Gothika is related to an old Plumber enemy. All of a sudden, Gwen's winning that ticket doesn't seem all that innocent. Let's go get her out of there before something happens."

"So, who was this guy, and what did he do to get on the Plumber's radar?"

Max was driving towards the convention center that was hosting the concert as fast as he could without risking a cop pulling him over. As he drove, he educated Ben about this former threat.

"His name is Mark Reterford, stage name Marky Marvelous. He was a musician back in the late 60s. We got brought in after a few riots happened after his shows for five concerts running."

"That doesn't mean anything. Riots happen after a lot of stuff. Sports games, concerts, stuff like that."

"But Marky got the riots started. His guitar had a subsonic projector that brainwashed anyone that listened to his live shows. After a few encounters with him, we got him to turn over the guitar and the plans for the projector. We stopped watching a few weeks after that."

"And you think Gothika wants payback for whatever you did to him forty years ago?"

"If I were her, I would. But let's just hope she's not like that."

The convention center was deserted when they got there, which was strange, considering that the concert would have ended only about half an hour ago. Max pulled out a weapon from one of the secret compartments that littered the Rust Bucket. Ben knew that he might need to go hero, and was mentally sifting through his aliens, trying to figure out which one would be best for this.

The inside of the center was just as deserted as the outside. No one cleaning up the mess left by the concertgoers, no merchants packing up their T-shirt stands. No one at all. Max lead, with Ben following as quietly as he could. They eventually reached the room where the concert had been held, still without seeing anyone. Max pressed his hand to the door, listened for a second, and then shoved the door open.

There were only two people in the room when Ben and Max burst in. Gwen was one of them, sitting cross-legged on the stage, eyes closed. The other was pale-skinned, with long hair dyed metallic blue. Tattoos ran the length of her arms. She was Gothika, and she was strumming on her guitar as she sat on the edge of the stage. She looked up when she heard the door open, and a wicked smile blossomed on her face.

"Oh, there you are. I was worried you might cut and run. Guess I don't know you as well as I thought."

"You don't know me at all, but I know you, and all your little tricks."

And with that, Max fired on the guitar. The strings evaporated from the heat of the blast, while a huge hole blew open near the neck. Gothika looked at the damage, shrugged, and tossed the ruined instrument aside, still grinning.

"Please. I can just buy another one. Isn't that right, Red?"

"Yes, it is."

Ben looked at Gwen. Her statement had been completely emotionless. She opened her eyes, and both Ben and Max could see that they were unfocused, as though she were in a trance. Max was confused.

"But . . . without the guitar . . . "

"Looks like you don't know me as well as you thought. June of '69, Palisades Arena. You tried to take Daddy out with your Alpha Beam Projector. Shook him up enough that he surrendered the guitar and the plans to you."

"You had someone hack the files? But, that's supposed to be impossible."

"Yeah, back when you made the files, maybe, but all your security has seriously degraded by now. Anyway, you never followed up on Daddy after his surrender. Shelved the Projector, too. Right?"

"What does this have to do with my granddaughter?"

"The Projector mutated Daddy. Not enough to turn him into a monster, but his kids, on the other hand . . . "

Ben was sick of waiting for Gothika to finish her speech. He activated the Omnitrix, depressed the dial . . . and turned into a tall, tan alien. Green light shone from cracks in the skin. His fingers were flat as paper, and his head looked like an Egyptian headdress.

"Underwraps? Oh, come o-"

"No time to complain, Ben. Get Gwen out of here, now!"

Underwraps willed his fingers and arm to extend, and they shot out towards Gwen. Seconds before he could get hold of her, she opened her eyes and did a somersault over the appendage, landing a few feet to the left. Balling up her fist, she swung it like a punch towards Underwraps. He almost laughed, until he saw the ruined guitar flying at him. He pictured something he'd seen the mummy alien do the first time he'd fought it. Focusing, he separated the tendrils that made up his body, allowing the guitar to pass through him.

"Red, take it outside. I gotta have a talk with the old man."

Gwen nodded, and then rushed Underwraps. Before he could re-separate his body, she had grabbed him and was rushing him out the door. Either she was enhancing herself with magic, or Underwraps was a literal lightweight. Whatever reason it was, Gwen was dragging him through the convention center, and he couldn't do much to stop her without hurting her.

Max turned his head back from watching one grandchild give the other one the bum's rush. Gothika was giggling.

"It's so cute, isn't it? You know, watching one of your own destroy the other? Classic."

"All right, answer me. How are you controlling her?"

"Oh, I guess I can tell you. I mean, I already know you've got bupkus by way of gadgets to stop me. Your Projector messed with Daddy's DNA. When he and my mom made me that got passed on. I now project hypnotic subsonics through my skin. Cool, huh? And now, I'm going to use your granddaughter to destroy everything you ever cared about. And then, I'll kill you for making me into a freak."

"And what makes you think I'll let you do that?"

"You're right. I'll kill you now, and then destroy your family. More feasible, now that I think about it."

"How are you going to kill me? I'm the one with the weapon."

"Aw, man. Guess I didn't think about that. Man, it just makes me want to _scream_."

As the last word came out of her mouth, she dropped her jaw. A screech tore out of her throat, a wall of sonic force that blew Max through the back wall of the auditorium. It took him about a minute to get up. By the time he had, Gothika was about a foot away from him. She was still grinning toothily, like this was just some kind of sick joke to her. She opened her mouth to scream again, but her eyes suddenly unfocused, and she collapsed next to Max. Max looked up to see a bald man dressed entirely in black tucking a syringe into a pocket on the inside of his leather jacket.

"Max Tennyson?"

"Well, yeah, but-"

"Xander Cruz, Metahuman Surveillance Division. I've been watching Gothika for years now, staging as one of her hanger-ons. Thanks to you, we have the evidence we need to justify locking her up."

"But, what about my granddaughter? She's-"

"Gothika only projects when she's conscious. Your grandchildren will be fine. I'd advise you getting out of here before anyone else shows up."

Max nodded. He knew this drill, but this was the first time he was on the receiving end of it. Picking himself up, he went to look for Gwen and Ben. Hopefully, he could find them before anyone else showed up. Less questions to answer, the better.


	5. Toil and Trouble

I do not own Ben 10, or any of the characters that have already or will debut in the series

I do not own Ben 10, or any of the characters that have already or will debut in the series.

Note: This project ignores the events of "Race Against Time", "Ben 10 Versus Negative 10". "Goodbye and Good Riddance" and "Ben 10: Alien Force". I have other plans for Ben, Gwen, Charmcaster, Animo, and all the others.

Secondary note: For this project, benwolf is Howlrunner, benmummy is Underwraps, and benviktor is Boltneck.

"Whoa! Down, boy!"

Wildvine held onto the mutant monster his left vines were wrapped around. It was probably some kind of dog, he reasoned, before Animo had done whatever it was he did to them. Or a bear, or . . . something with fur. It was hard to tell what Animo started with sometimes. Whatever it was, it was on a rampage, and it needed a distraction while someone dealt with Animo. WIldvine had drawn distraction duty this time, and he intended to do it well.

While Wildvine was busy with the mutant animal, Max and Gwen were sneaking around behind Animo. At his signal, the two of them split up, trying to catch Animo in a pincer. The plan was sound, as was the logic behind it. But Gwen wanted to try something else. She was more than a little tired playing second fiddle to Ben and Max. Their last major encounter, she'd been hypnotized into fighting both of them. It was time they backed _her _up.

Jumping out, she raised her hands and said the words to a spell she'd read about in her spellbook. It was a simple thing, a bolt of eldritch energy that would knock Animo on his butt. However, nothing happened. She tried again, but the only thing that did was attract his attention. Animo raised one of his gloved hands, ready to do whatever it was he did to hyper-evolve creatures into monsters.

Before he could fire, the furry monster he'd let loose came crashing through the wall with Wildvine riding it like a cowboy. Animo leapt to the side before he was pulped by debris raining down around him. Gwen cast another spell, a barrier to protect herself. Fortunately, this one worked, so she stayed sheltered under an invisible shield while the warehouse collapsed. When the dust settled, Animo was pinned by Wildvine, while Max turned Animo's mutation ray on the furry creature, causing it to revert to its regular form. A job well done.

So why did she feel so _bad_?

**Ben 10**

Toil and Trouble

"Ben, you need to be more careful. There was no reason to destroy that building."

"Sorry, Grandpa. It wasn't like I could control it. Wildvine's powers don't include mind control. I'll try not to next time. Hey, Gwen, where were you during the whole fight?"

Gwen turned sharply away from the window to glare at Ben. He probably hadn't meant it the way it sounded, but it still made her mad.

"I was there. You just didn't see me, seeing as how you were trying to bring down the whole neighborhood."

"But, I mean, did you even do anything?"

Gwen dove on Ben, fist cocked back. She didn't care if she got in trouble, just so long as she could wipe the inquisitive look off her cousin's face. She actually managed to hit him once before Max could stop the Rust Bucket, come back and drag her off Ben. Gwen was heaving, wet ragged sobs. It took Ben a minute to realize that she was crying.

"It's not that easy, you creep! We don't all have super powers just falling out of the sky! Some of have to work for it, you-"

The rest of Gwen's tirade dissolved as she broke down. Twisting out of Max's grip, she ran for the door, leaving Max and Ben behind.

Max had given Gwen a few minutes to come back, and, when she didn't, he and Ben went searching for her. Max decided to have a little talk with Ben as they did so.

"You know, you really shouldn't have talked to Gwen like that. Remember, you had trouble with the Omnitrix when you first found it. In fact, you still have trouble with it."

"Hey, I didn't know she was going to freak out like that. Besides, it was a valid question. I didn't see her until after the fight."

"All the same, you could have worded the question differently. How's the eye, by the way?"

"It still stings a little. Hey, did any of your Plumber buddies do magic?"

"One of them did. Why do you ask?"

"Well, maybe you could call in a favor, get him to train Gwen a little."

"You know, that's not a bad idea. I bet Blaise would like that. That is, if she's still running that little school she set up. Just don't tell Gwen. I'd like to surprise her with this."

Gwen woke up to bright sunlight. Groaning, she rolled out of bed to look out the window. There was a large brick building outside, surrounded by statuary, fountains, and what looked like meditation gardens. It looked like paradise. The only question was, what were they doing here? She was about to ask when Max came back.

"Morning, Gwen. How are you doing today?"

"Fine, I guess. But, what is this place? And what are we doing here?"

"Well, Ben and I had an idea-"

"No, _I_ had the idea. You just knew someone that fit what we were looking for."

"Whatever. Anyway, one of my old Plumber contacts started a summer school for young spellcasters, and I thought, if you wanted to, you could get a little extra training."

Gwen wrapped her arms around Max. After a minute or so, she released him, and then started shoving clothes into her backpack. It didn't take all that long, and soon, she was walking with Max up to the school, Ben trailing behind them. A girl about the same age as Gwen came bounding out to meet them. She had long, black hair and glasses, and was dressed in a dark brown robe.

"You have been anticipated. Mistress Ta-e-che will see you and your-"

She stopped, trying to figure out how precisely Gwen was related to Max. After about a minute, she decided it didn't matter.

"And your elder. Follow me, please."

The girl turned around and started walking towards the double doors. Gwen looked over her shoulder to say goodbye to Ben, but he wasn't there. She shrugged her shoulders and went into the building.

"I'm sorry, but no one knows where Mistress Alderwood went. She didn't show up at the beginning of the term, and I was chosen to serve as a replacement until she should return."

Ta-e-che, despite her Oriental-sounding name, was a slim woman of Greek origins. Gwen had no idea what would prompt her to take a name like Ta-e-che, but she obviously had her reasons. Gwen mulled this over while Max tried to find out where his Plumber friend had gone.

"I just talked to her a few months ago. She sounded fine, and-"

"Again, I apologize, but no one here has heard from her for months. Do you still wish to enroll your granddaughter?"

"Yes, I do."

"Very good. Phoebe, please show Miss Tennyson to her room."

The black-haired girl nodded, and then gestured for Gwen to follow her. Gwen hefted her backpack and left the office. She trailed Phoebe through the vast hallways of the school. Soon, she was watching the ceiling, caught up completely by the decorations: vast paintings, marble statuary, gilded columns. She was so taken in by this that she stopped watching where she was going, and ran into Phoebe.

"Oh, man, I'm sorry. I was just-"

"It's all right. Happens to everyone on their first day here. Now, you need to get fitted for a uniform."

"Uniform? What kind of uniform?"

Phoebe spread her arms, indicating the robe she was wearing.

"One of these. Frankly, I think they should do without, but, you know, the whole keeping everyone equal bull. Anyway, go in. I'll hold your stuff."

It took about five minutes to get fitted, and then Gwen was following Phoebe through the dormitories. Phoebe put a hand on one of the doors, which swung open silently. Gwen looked inside. The room was kind of small, with only one bed.

"Single-occupancy?"

"Yeah. Some of the kids that have been here for a long time request roommates, but first-year students get single rooms."

"Cool. So, I guess I'll see you around then?

"Yeah, sure. Whatever."

Phoebe turned around and hurried away from Gwen's room. Gwen began setting up her stuff. She had just finished setting up her laptop when she sensed a presence at the door. Turning around, she saw two other girls standing there.

The one on the left looked a lot like Phoebe, except she was a little taller and didn't have glasses. The one on the right was nowhere near as normal. Her hair was white. Not the light silver of Charmcaster's hair, but dead white. It took Gwen a moment to realize that her eyes were the same color as her hair, which left her looking a little creepy.

"Are you guys some kind of welcoming committee?"

"You could say that."

This came from the white-haired girl. Her voice was as dead as her hair color. Her expression reminded Gwen of a shark closing in on its prey: lethal and uncaring. While Gwen was trying to figure her out, she raised a hand.

There were no words, at least none that Gwen could hear. No flashy effect, nothing. The white-haired girl's spell caught in seconds, and Gwen found herself completely paralyzed. Sure, she could move her eyes, and she was still breathing, but other than that, her muscles had frozen. Now, the white-haired girl smiled, a predator's humorless grin at catching something. She raised her right hand, and a set of six-inch stilettos came out of her fingers.

"Don't worry, this isn't supposed to hurt, but feel free to scream if you want."

The white-haired girl plunged her hand into the point where Gwen's neck connected with her torso. Surprisingly, it didn't hurt at all. She definitely felt something there, but no pain. The white-haired girl's eyebrows raised a little, and she started dragging her hand around Gwen's torso, stopping at bellybutton level.

"Huh. Never found one here before. Rachel, give me the crystal."

The other girl pulled a large crystal on a chain from around her neck. An intricate gold net wrapped around the crystal, terminating about a millimeter short of the point nearest to the floor. The white-haired girl took it from her with her left hand while pulling her right hand out of Gwen's chest. She held up her hand, and Gwen saw a ball of light cradled delicately in the points of the claws. She put the light at the uncovered point on the crystal, and it dimmed while the crystal lit up. When she was satisfied with the crystal, she put it around her own neck, and then waved her hand, releasing Gwen from her paralysis.

"Wha-what did you do to me?"

"You're new here. I've been here for eight years. Traditionally, each of the eighth-year students chooses some lump of fresh meat as their personal whipping post, errand boy, you know, that sort of thing. I just took some insurance from you."

"What did you take?"

"Don't worry, I'll give it back when you leave."

"What. Did you. Take from me?"

"Figure it out for yourself. Let's go, Rachel."

Gwen dove for the white-haired girl. She was going to get the crystal from her, even if she had to use force to get it. She got close enough to take a swing, but she was blown backward by some sort of psychokinetic blast. She crashed into the bed, and by the time she recovered, both of the other girls were gone.

Selene rolled the crystal around in her hands as she walked. Rachel was walking behind her, saying nothing. Selene preferred it when her sisters didn't talk. It kept them from disrupting her train of thought. She was still considering the crystal when someone grabbed her by the arm. Selene was pulled around until she was looking Phoebe in the face.

"Let go."

"You didn't do it, did you?"

"Do what?"

"Can you at least get it back out?"

"Get what out?"

"You know, sis, that new kid's soul, the one you to-"

"Rachel, shut up!"

"Jeez, Selene. Just because you _can_ do something doesn't mean you should! Please tell me you can get it back out."

"Don't worry. The _ashkerii_ can take anything from inside anywhere."

"Then pull it out and show me. Now, or I tell Ta-e-che."

"All right, all right, just let me-"

Selene's sentence went unfinished, interrupted by the squeal of claws running across crystal. Stunned, she tried to punch through again, only to be defeated a second time.

"Great. Just great. Out of all the people searching for one, _you_ have the soul cage. And you're too stupid to make it work right."

"Fine. You try and open it."

"No one knows how to open one of those. No one even knows how to _make_ those anymore. So, now we have to figure out a way to open a soul cage before-"

Phoebe stopped talking, and it took a moment for Selene to realize that someone was behind her. Turning around, she saw Ta-e-che standing there, with arms crossed and a stern look on her face.

"Selene, come with me. Now."

Selene had been in this office before, at least five or six times in the last month or so. Right now, it was for disciplinary reasons.

"So, you just decided to rip out someone's soul-"

"I didn't 'rip it out'. I carefully removed it. No ripping."

"Semantics. You don't even know who that was you assaulted, do you?"

As she said this, Ta-e-che was rummaging around in one of the drawers in her desk. When she raised her head from the desk, she was wearing a metal mask. It was the face of a woman, a heartless woman with a face like ice. Ta-e-che was no more. What stood in front of Selene was not entirely human. It was Hecate, former goddess of magic. Selene trembled a bit at this side of the headmistress.

"She is the granddaughter of one of the people that imprisoned me in this meat sack. Her cousin is the shapeshifter that has been appearing in the news. You remember what we had to do to Blaise Alderwood, don't you?"

"Y-yeah. I remember."

"Well, we may have to do it again, thanks to your incompetence. What news on the ritual?"

"We . . . we figured out the last part, I think. We'll need to do some checking, but-"

"No checking. We do this tonight, and I will regain my divinity before morning's first light. Begone with you."

Selene got up out of her chair, and Hecate removed her mask. Neither of them noticed the eyes watching from the vent.

Gwen was busy sorting her stuff when something dropped out of the vent. Her first instinct was to try and stomp it into oblivion. It wasn't until the third or fourth stomp that she recognized the lump on its back. She put her foot down slowly, and waited for Grey Matter to turn back into Ben.

"What are you doing here? When Grandpa Max finds out-"

"He's the one that told me to do some snooping around. He was suspicious of this Ta-e-che woman, and he had good reason."

"What are you talking about?"

"Her real name is Hecate and, according to her, she's a goddess that Grandpa and a couple of other Plumbers trapped in a mortal body. She's using a couple of the students to help her break out that body and become a god again."

"Wait, what? She'd need a _lot_ of power to do that, and I don't think any of the students have that kind of power."

"I'd been poking around her desk. There were a lot of notes about some kind of line that they were going to tap into. I didn't really understand it."

"Line, line . . . leyline?"

"That might be it. But, we need to stop her tonight. That's what she said to Selene."

"Selene?"

"White-haired girl, wearing some kind of necklace. Kind of a creepy-looking kid."

"Come on, we need to make a pl-"

The door burst inward. Ben and Gwen split to avoid the shrapnel. Gwen looked up first, and saw a tattooed behemoth, tusked and grimy, standing by the doorway. Selene was standing next to it, left hand on the thing's right forearm.

"Good job, Spellslave. Now, grab them."

Gwen muttered a quick spell and appeared 15 feet down the hall. Selene jerked her head around, saw Gwen, and ran toward her. Gwen raised her hands to cast another spell, but didn't get it out. Something clapped over her ears, and she sank into unconsciousness.

Gwen came to with a headache. Groaning, she opened her eyes. She was in a stone room. Ben was lying across the room, arms stretched to either side so he couldn't use the Omnitrix. Gwen got up, and was able to get halfway across the cell before her left leg refused to come forward. _Child's play. I'll have both of us free in no time_. She raised her hands and cast a simple unlocking spell.

Nothing happened. Gwen tried it again. Again, nothing. That was when she heard the snickering from her left. She turned to see Selene staring at her.

"You've never heard of a restrictor? Go ahead, take a look at your left hand."

Gwen looked. There was a metal glove attached to her left hand. As she watched, the glove tightened around her hand. Gwen hissed in pain as it contracted.

"See, that turns off your magic. You're just another worthless mortal with one of those on. Ta-ta, Red."

Gwen was furious. Neither she nor Ben could do anything to stop Hecate. Balling her hand up in a fist, she punched the wall of the cell. All that did was hurt her hand. While she was trying to dull the pain, something walked up to the cell door and pulled it off. It was the monster that had attacked her and Ben in her room, but it looked different. None of the tattoos that had been on it earlier were there now. It moved over to Ben, and a brown-haired girl of about 15 came over to her.

"You're Max's, I presume?"

"Yeah, but . . . who are you?"

"Blaise Alderwood. And, before you ask, it was either go back to being a teenager or get vaporized by Selene and her sisters. There we go."

Gwen felt the chain on her ankle and the restrictor fall off. At the same time, Ben woke up, aided by a light slap from the hulking monster. When his head cleared, he dove away, only to be stopped in mid-roll by Blaise.

"Easy, kid. He's on our side now."

"Oh. Sorry, uh . . . what's his name?"

"That's not important right now, Ben! We need to stop Hecate and Selene!"

It took some time for them to find their way through the underground. When they did come up on a large enough cavern to perform rituals, Blaise motioned for them to stop. She poked her head around the corner, and brought it back almost immediately.

"All right. We only need to take one of the sisters out. Without all three, the ritual won't do anything. Ben, we need speed right now. Got anything that can provide?"

"Sure. XLR8, coming right up!"

There was a flash of green light, and Ben was replaced by XLR8.

"See you guys once I'm done!"

XLR8 shot around the corner. The closest witch to him was the one with glasses. He sped towards her, hoping to drag her away, when he hit something. There was cold laughter coming from what looked like an iron statue. It moved, and he realized that he was grossly outnumbered.

"So, little hero, think you that you can disrupt the rebirth of a god? I think not!"

As she said this, the ground buckled and broke all around the cavern. A crack expanded near the iron-clad woman. The crack was filled with pure light. Strands of it arced up towards the iron woman. She caught it in her hands.

"Tonight sees a god rebo-"

She stopped talking. The energy began to bleed through her left side, arcing towards Selene. She licked her lips as the power bled into her.

"You really thought I was doing this for _you_? With you as a channel for the leyline, I'll be invincible! Bow down before Selene, new goddess of magic!"

Blaise, Gwen and the monster had rounded the corner just in time to hear Selene's self-proclamation of divinity. Blaise flicked her hands, shooting a fireball at Selene. She simply raised a finger, and the fireball dissipated. The returning blast dissolved Blaise. _This is bad. _Really_ bad._ Before he could try anything else, the monster grabbed him by the shoulder.

"Boy and girls must go now. I do what need be done to stop."

XLR8 grabbed Gwen and began running. While he was moving, he grabbed Phoebe and Rachel. Selene was laughing, shooting bolts of eldritch energy at anything that moved. She was so preoccupied with XLR8 that she failed to notice the monster until it had gotten to Hecate. He grabbed her and dove into the crevasse of light. _That_ got Selene's attention.

"NO!"

Before she could say anything else, the cavern began to rain down on top of her. She raised her hands and disappeared. XLR8 shot through the underground labyrinth, dodging debris until they got to the surface. He dropped Phoebe and Rachel at the mouth of the cave and kept running with Gwen until the Omnitrix timed out. They lay on the grass for a minute, until Ben decided to break the silence.

"So, no telling Grandpa about this?"

"Sure. I'd just as soon forget this whole thing ever happened. Wait, what's that in your hand?"

Ben held it up. It was the crystal Selene had used on Gwen.

"Give me that! It's kind of mine anyway."

"Sure. Too gaudy to keep as a souvenir. And remember, not a word to Grandpa Max."

I'm going away for a couple of months, so I won't be able to write for a while. While I'm gone, I'd like some input on the next couple stories. I have Chapters 6, 7 and 8(Tech Wars, Lost and Mint Condition, respectively) already lined up. What I'd like you, the readers, to do is arrange the three chapters after that. To help you do that, I'll give you overviews on all three:

Godhead: A god has awakened within one of Ben's enemies. Can Ben stop this dark deity from destroying the world, or will this be the end of the Earth as we know it?

Hyde and Seek: Gwen's friend Janet(who we meet in Lost) is being tested for an experimental serum that might let her walk again. However, a monster is terrorizing the lab, and all fingers point to the project leader. What is his dark secret, and is the serum the key to the answers?

Through the Looking Glass: When an extradimensional being comes after Gwen, it's up to Ben to stop it. And how better to stop it than to bring the being's archenemy to help?

Also, I'm having a little trouble naming the swamp monster alien from Chapter 3. Just can't figure out a name that sounds like Ben would have thought of it. Pitch your ideas, and I'll choose one from the entries. Winner gets a thousand points. Please post all chapter arrangements and alien names as reviews. Thanks in advance for all help given.


	6. Tech Wars

I do not own Ben 10, or any of the characters that have already or will debut in the series.

Note: This project ignores the events of "Race Against Time", "Ben 10 Versus Negative 10". "Goodbye and Good Riddance" and "Ben 10: Alien Force". I have other plans for Ben, Gwen, Charmcaster, Animo, and all the others.

Secondary note: For this project, benwolf is Howlrunner, benmummy is Underwraps, and benviktor is Boltneck.

Well, I'm back, and it seems that I don't have a lot of caring fans. But seriously, a thousand points to ShadowWing13 for the very Ben-ish name of Allipuke, and another thousand points to dragroar for the official order of chapters 9, 10 and 11(Hyde and Seek, Through the Looking Glass and Godhead, in that order). Thanks for playing, you guys.

Sorry this one's so late. I've been out of town for a while, and have consequently not had all that much time to write. Also, I am currently working on five projects pretty much simultaneously. As such, it may take a little longer for me to finish chapters and get them posted. Please be patient, I'm not giving this up, just juggling a little.

"We agreed. I get you the tech, and you pay me for it. Now, where's my money, Enoch?"

Joey spat out Enoch's name like a curse. She'd busted her butt to get this . . . this whatever it was, and he was holding out on her. Her left hand, the one she kept close to the weapon she'd scavenged out of the cache she'd found about a month ago, was starting to twitch. If these "Forever Knights" weren't going to pay her, she was going to take her money by force.

"Consider this. If you join us, you will have access to resources you can't even imagine. All I ask is that you forgo your finder's fee for this item."

"Yeah, right. I don't want to be part of an organization, you creep. I want my money, and I want it NOW!"

Joey's hand shot down, grabbing for her weapon. She got it up about halfway before something smashed into the back of her head. She was unconscious before she hit the floor

**Ben 10**

Tech Wars

"Who's next?"

Allipuke stood in the center of the intersection, facing off against an odd-looking group. One was painted up as a mime while another was dressed in a lion tamer's outfit, complete with whip and lion. A third, the one hanging from the light pole, was wearing a tight acrobat's outfit. The fourth, lying at Allipuke's feet with a massive lump on his head, was dressed in a strongman's outfit. These goons, who had announced themselves as the Crime Circus, were in the middle of a bank heist when Ben had seen them and turned into Allipuke to fight them. The strongman had been a bit of a workout, but the rest of them didn't look like that much of a fight.

The lion tamer cracked his whip, and the lion rushed at Allipuke. His chest inflated, and he shot a glob of swamp muck at the lion, knocking it back at the lion tamer. The lion tamer jumped behind the mime, which began moving his hands as though he was trapped behind an invisible wall. The lion rammed into the supposedly invisible wall and fell to the ground. Before he could try and reinforce it, Allipuke rushed up and punched through it, hitting the mime square in the jaw. The mime's head snapped back, catching the lion tamer in the nose. Both dropped to the ground, and Allipuke turned to see the acrobat chained to the light pole. Probably Gwen's work. He turned around and began walking away, changing back into Ben as he did.

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"So, what's so important about this Le Petomane guy, Grandpa?"

Ben and Gwen were sitting in the Rust Bucket as Max drove through the city. There wasn't much of a view; this street, like most of the others they had driven through, was nothing but warehouses. Max was navigating it with a purpose.

"Well, he was one of the Plumber's best tech guys, and I need something fixed. His machine shop should be right about . . . there."

Max turned to one of the warehouse doors. There was an old-style speaker next to it. Instead of talking into it, Max put his palm on it. The box around the speaker opened up, revealing a packed mass of technology. A small arm with what looked like a robotic eye unfolded, moving to stare at Max. It swept over his body, and then shifted its attention to Ben and Gwen. As it scanned them, Max spoke up.

"Bill, it's Max. I need something fixed."

The robotic eye swiveled back to Max, and a voice issued from its pupil.

"Max? Really? Leave the little brats you've got outside and we'll talk."

"They're not brats. They're my grandchildren, and they have as much right to see this place as your wife did back in the old days."

There was a pause for a moment, and then the voice came back.

"Fine, they can come in, but I reserve the right to close off certain parts to them."

The eye retreated back into the speaker, and the door of the warehouse opened. Ben and Gwen walked in, immediately noticing the downward incline of the floor. When they got to the first support pylon, the floor dropped out from them. Gwen squeaked at first, but calmed down quickly. After a minute, the floor stopped. Ben and Gwen were stunned. An array of different things, probably all some kind of alien technology, were scattered around the room. It took a moment to notice the two people standing in the room. One was a middle-aged man, possibly European, with a bit of a bend to his back, probably from hunching over pieces of otherworldly tech. The other was a girl about Gwen and Ben's age, with raven-black hair and bold yellow eyes. The man walked over to Max with a scowl firmly plastered on his face.

"Listen, Bill, I can explain-"

"Ten years, I go without hearing anything from you. _Ten years._ And when you finally do show up, it's a favor you're after. Just like everyone else. I'm not good enough to be anyone's friend, but look where you come as soon as you need some new weapon, or repairs, or any other kind of technology issues. I should-"

The girl leaned over and whispered something into Bill's ear. His scowl slid slowly from his face as the girl whispered. By the time she leaned back, Bill had relaxed visibly.

"I apologize. It's just been so long since I've seen another Plumber, and my manners have atrophied considerably. Will, show these two around. Max and I have business to attend to."

Bill turned and began walking away with Max in tow. The girl walked over to Ben and Gwen, extending her hand.

"I'm Will. You are . . . ?"

"I'm Ben, and this is Gwen. What kind of name is Will for a girl, anyway?"

"Ben!"

"What? It's a valid question. Anyway, it's short for something."

"What's it short for?"

"I'd rather not say. It's a little embarrassing. Anyway, come on. You've got to see some of the stuff we've got in here."

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" . . . and this is the storeroom. We keep most of the tech down here, alien, futuristic and home-grown. Like these, here."

Will picked up a pair of massive gauntlets. They were blocky, and looked like they would barely fit Boltneck or Diamond Head. When Will turned them over, they saw that they were mostly material; the hand-holes were only about the size of a human forearm.

"So, this is something you guys built here?"

"What? Oh, no. These were captured from some alien back in the seventies. Dredge, or Drack, or-"

"It wouldn't happen to be Drooge, would it?"

"Yeah, that's it! How'd you know?"

Ben and Gwen looked at each other, trying to figure out how to explain it. Will probably had no idea about the Omnitrix, and the fight with Allipuke's base template wasn't exactly public knowledge.

"Our grandpa told us some stories about his Plumber days. Drooge came up a couple of times."

"Oh. Okay. Anyways, these things were part of Drooge's enviro-suit. Guy needed a pretty exact atmosphere, and Earth didn't deliver. These are the only part of it that we know what they do. They make you strong. Wanna see?"

Will was slipping the gauntlets on when an alarm sounded. Will said something in a language neither Ben nor Gwen understood and took off, Ben and Gwen in tow. They stopped in front of a very thick door. Will spouted out more indecipherable words, and the door opened. The thing that had set off the alarms was standing in the middle of the room. Ben recognized her immediately.

"Gwen, it's Joey! She's stealing something!"

Joey looked up and grinned.

"Not _stealing_. Stole."

A large red battlesuit came tromping up next to her. It stood about thirteen feet tall, and every part of it was massive. There weren't any obvious weapons on it, but it didn't look like it needed weapons. Joey crossed her arms.

"Come on, let's see if you can beat me now, chump."

"You're on! Boltneck, coming right up!"

Ben immediately knew that he wasn't Boltneck. He was smaller. A lot smaller. There was only one alien in his roster that was _this_ small.

"I'm Gray Matter, aren't I?"

"Actually, no. You look kind of like Megawhatt."

"If I look like Megawhatt, then maybe I can . . . "

Ben shot forward in a blur. His vision changed in a second, from regular vision to blackness shot through with copper flashes. He knew immediately what was happening. He was riding the latent power supplies of the alien tech scattered around the room. He popped out two feet in front of Joey, ready to blast her with electricity. Before he could fire it off, the mech backhanded him across the room. His shot went wild, coming within an inch of hitting Gwen and Will. He hit the wall, and got up a little woozy. As he watched, Will came flying off the landing she had been standing on, wearing the massive gauntlets. She punched the mech, rocking it back on its heels. Will landed, ready to rush in and wreck the mech. Before she could, she got blown back by a burst of energy. Ben looked back at Joey, seeing the she had a gun of some kind in her left hand.

"You think I'm that slow? Think again, freak. Gotta blow. See you later!"

Joey jumped on top of the battlesuit. It turned and strode deliberately towards the wall. Before it got there, it raised an arm. Something popped out of its forearm, blowing the wall to shrapnel. With the path cleared, it began to run. No one had the energy to try and stop it.

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"Ow. What did she hit me with?"

Will groaned this as she lay on the floor. Ben had timed out, and was helping Gwen, who had fallen off the landing when Joey had blown up the wall. Will struggled to her feet, staggering a little as she walked. Gwen waved Ben off, motioning to Will.

"It looked like some kind of concussion bolt. They don't make those on Earth, do they?"

"No, they don't. Thanks for the assist, by the way."

"Hey, I-"

"You stood back and left me and him to try and contain one of the most powerful weapons here! You could at least have grabbed something and tried to get it to work!"

Gwen shot her hand forward, and a bolt of energy flew from her palm. It went a little wide, slamming into something that looked vaguely like a morningstar. It vibrated, and then started shooting the spikes on the head in all directions. Will grabbed Ben and yanked him behind the first pile of alien junk she could get to. Gwen threw up an invisible barrier, but she didn't expect it to hold up for very long. Fortunately, she didn't have to hold it up for more than about a minute; either that particular device was designed to hold less ammunition, or it had been low when they got it. Will came out from around the pile of tech and threw a punch at Gwen.

"Are you trying to get us all killed?! Do you know how much damage that thing could have done? We could all be dead, and then how would we get the mech back?"

"How, indeed?"

All three of them looked up to see Max and Bill standing in the doorway. Bill looked angry, while Max looked worried. Ben, Gwen and Will looked at each other. How were they going to explain this?

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"So, how much trouble are we in, anyway?"

Max was about to answer, but Bill saved him the trouble.

"Trouble? No trouble. You only lost us one of the most dangerous weapons in the galaxy!"

"It's not their fault, dad! I was just-"

"You be quiet! You knew full well that you weren't allowed to take them in there!"

"What was I supposed to do? It's not like she snuck in with them! She was already there when we got there!"

The argument between Bill and his daughter soon slipped into(as far as Ben and Gwen could tell) the same language Will had used to open the door to the mech's storage center. Gwen looked at Max.

"So, what are we supposed to do now? I mean, he's going to throw us out, right?"

"Not necessarily. Bill was always like this, even when the Plumbers were still active on Earth."

"I've got to ask, what language is that? I mean, I think it's offensive to talk in some alien-"

"It's not alien. It's French."

"Oh. You know, we know who stole the suit. Maybe there's a file on her in the Plumber databanks. Plus, these two should know some kind of weakness the suit has."

"There aren't any weaknesses. We were given the suit to destroy it. Nothing we tried worked, and we eventually just locked it up down here so no one could get at it."

Ben nodded at Bill. Bill walked towards him, and Gwen noticed that Will was close to tears. She took a step towards Will, who turned and ran away. Gwen looked at the males, and then followed Will down the hallway.

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"Joanna Hartsford. She's a Plumber's kid, apparently. Graduated MIT when she was 16, then dropped off the radar. We ran into her when she melded with one of Vilgax's probes. Since then, she's become a pretty good technology thief, specializing in 'exotic' weaponry, which mostly means alien. She must be the one that's been hitting up the caches we used to maintain."

"And no one thought to track her down? This would never have happened in the old days. Back then we would have-"

"Back then, we had the manpower to do that. Nowadays, we're just too spread out and old to keep track of all that."

"So, where's she going next? I mean, a thirteen-foot mech suit shouldn't be that hard to track, should it?"

"We won't be able to track her unless she actually gets into the thing. I mean, without a pilot, all it can do is move around and swing its arms at people. None of the weapons work when it's being remote-operated."

"Weapons!? That thing needs weapons?"

"Doesn't really need them. It has them, but it doesn't need them."

Ben buried his head in his hands. Bad enough that this thing was on the loose, but it had _weapons_? It was hard enough to fight with just physical attacks. He didn't think any of his aliens could beat the mech if it started using weapons. All of a sudden, he found himself wondering where Gwen was. She might be a pain in the rear, but she would still be more helpful that he was in planning strategy.

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Gwen found Will in one of the storage rooms. Her back was to the door, and her shoulders were heaving almost imperceptibly. Gwen started walking towards her, ready to offer some sort of consolation.

"Leave me alone."

"But, you looked-"

"Just leave me alone, all right? You weren't helpful earlier, and you won't be helpful now."

Gwen ignored this and walked closer to Will. When she got closer, she saw that Will was tinkering with something. It looked like an inordinate amount of emitters attached to a cable frame. From what Gwen could tell, she was trying to attach the cables to the strength-enhancing gloves she'd used against the mech.

"What are you doing?"

"I told you to leave me alone. I'm working on something, and I don't want anyone else nosing around in my business."

"I'm not nosing around, I just-"

"Leave me alone! What's the matter, can't understand English? I can say it in other languages, if you don't. _Cachek ni'ida. S!zz xnzz. Drrhn_-"

Gwen slapped Will lightly across the face. It only occurred to her after her hand was moving that hitting someone wearing strength-enhancing alien tech was probably a bad idea. However, Will didn't throw a punch back. Instead, she began to cry a little.

"Look, I'm sorry I hit-"

"He doesn't even know what most of this stuff does! I'm the one that figures all of it out, and then he takes the credit for it! I'm sick of it!"

This was all she got out before she started bawling. Gwen looked around, trying to figure out a way to get out of there without Will noticing. Not finding any, she wrapped her arm awkwardly around Will, who was heaving with her head in her hands. Hopefully, this wouldn't take long; she wanted to help catch Joey in the worst way.

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"Got a signal. Go north for five blocks, and you'll find her."

Max turned the Rust Bucket north and started counting blocks. In the back, Ben was going through the aliens in the Omnitrix, trying to figure out which one he would use to fight Joey and her mech. He needed something powerful and durable; the only reason they could track the mech now was because she'd figured out how to get in and pilot, and that meant there would be weapons involved this time. Gwen was sitting on one of the beds, while Will, who had succeeded in attaching the emitters to the gauntlets, paced in a small circle in the middle of the common area.

Max turned into the parking area in front of another large warehouse. The mech suit was walking around slowly. As they watched, a panel opened on its arm. Some sort of muzzle poked out, firing a stream of energy at one of the nearby buildings. A slightly mechanical whoop was uttered by Joey.

Ben was out of the Rust Bucket first, changing in a flash into Diamond Head. Will was next, with Gwen close behind. Max paused only to grab the heaviest weapon he could find. When Joey next turned their way, the four of them were standing, weapons and abilities ready.

"Wow. Four little meat puppets against the best weapon in the galaxy? This is gonna be rich."

"Stand down, Joanna. We only want to-"

"It's not Joanna. It's not even Joey anymore. I am the Mech Wrecker! Now, fry!"

A panel on the other arm opened, and a trio of rockets shot out at the group. Diamond Head reacted almost immediately, generating a crystal barrier in front of them. As the third rocket exploded against it, Will rushed around, charging Mech Wrecker. She got close enough to swing, and rocked Mech Wrecker back a step. It was a momentary distraction, and before Will could move out of the way, a blast of energy shot out from Mech Wrecker's chest, blasting her across the parking lot like a ragdoll.

"No! Gwen, get her out of here, now!"

Diamond Head vaulted forward to provide cover for Gwen. He launched three quick volleys of crystal shards at Mech Wrecker. They bounced off like raindrops. She laughed at this.

"Is that the best you've got? This is even more pathetic than our rumble when I stole this thing. Don't you have anything new to throw at me?"

_This isn't working. I need something that can take out her weapons. Something small enough that she can't get a good shot at it. I need Gray Matter, or ThunderVol-_

There was a flash of purple light, and Ben found himself a lot smaller. He looked at his hands, which were black with stubby fingers. Flicking his hands forward, he unleashed a bolt of lightning.

"How did I do that? I can't switch aliens like this. Can't I?"

"Ben, hit Mech Wrecker now!"

ThunderVolt shot forward, grabbing onto one of Mech Wrecker's fingers. As soon as he did, he found himself dragged into the circuitry of the mammoth machine. As he shot around, he began unleashing small amounts of energy, burning out weapon systems as he passed. Suddenly, he found himself out of the circuits, face-to-face with Joey. She had her arms and legs wrapped around with what had to be the control units for the systems he had been burning out. She looked a little stunned to see ThunderVolt there.

"Wha – you little freak! You're the one toasting my weapons! Fine, I don't need them anyway! I'm freaking invincible! I never want to leave this thing!"

"Then don't."

ThunderVolt turned around. Will was on the viewscreen, looking exceptional, considering the fact that she had been blown into a building with no defensive measures. As he and Joey watched, she grabbed something off-screen and yanked it off. Then she held it up, a tangled mass of wires and circuitry.

"I've just torn off the controls that open the escape hatch. You're stuck like this now. Forever."

ThunderVolt didn't have time to see Joey's reaction; the Omnitrix was beeping, and that meant time to get out. He jumped into the nearest bit of circuitry he could find, and managed to make it out in the nick of time. Once he switched back, he ran over to Will, who was wobbling a little on her feet.

"Wha . . . how . . . ?"

Will grinned and indicated the emitters all over her body.

"Impregnable force field. Covers the entire body. It shorted out after I stopped moving, but I think I can fix it."

There was a THUNK from behind them, and both turned to see Mech Wrecker thumping her fist into her other hand.

"You're dead. DEAD!"

She started to charge, but a blast of energy shot up from behind them, catching Mech Wrecker in the chest. She staggered back as a web of energy spread across the battlesuit. When the energy stopped writhing over her body, she staggered back, and Ben imagined that Joey looked pretty surprised on the inside of her mech.

"Wha . . . what did you do? Nothing's working!"

"We built this one as a failsafe. It's supposed to knock out most of the advanced systems on alien weapons. You still have life support and basic locomotion, but that's about it. Didn't want to use it while the kids were fighting; we don't know what it does to people yet."

Mech Wrecker stood still for a second, trying to decide what to do. Then, far faster than she had any right to be, she turned and ran off. Will waved after her, and then slumped against Ben, exhausted. Time, he guessed, to call it a day.

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"I hope we get to see each other again. I honestly think I'm going to miss you."

Ben said this to Will as she gave him a hug. Max's device had been fixed, and the Tennysons were getting ready to leave. Ben actually felt bad about leaving Will. He'd really gotten to like her, and didn't want to leave.

"It's all right. I get the feeling that we'll see each other again, someday."

Ben and Will released each other. Her eyes shifted a little, and then she came in and kissed Ben on the mouth. She lingered for a few seconds, and then pulled back, blushing a little. Not as much as Ben was, though.

"Well, anyway . . . bye, Ben."

Will turned around and ran back to the warehouse under which she and her father lived and worked. Ben stood there for a few seconds before turning around and walking back to the Rust Bucket. Gwen had a little smirk on her face, which Ben tried to ignore.

"So, picked up a girlfriend, have we? Honestly, I never thought it would happen, but-"

"Knock it off, Gwen."

"Oh, come on, it's cu . . . what's wrong with the Omnitrix?"

Ben turned his arm over so he could get a look at it. The dial was up, as though he was going to select an alien with it. However, the diamond in which the alien silhouettes appeared was flashing purple, with one of the aliens in the center. Ben squinted, and found he recognized the silhouette. Head on upside down, long claws for fingers, waist dwindling down to a tail-like appendage. There was only one alien who fit that description. Ghostfreak. This meant nothing but trouble. _Big_ trouble.


	7. Lost

I do not own Ben 10, or any of the characters that have already or will debut in the series.

Note: This project ignores the events of "Race Against Time", "Ben 10 Versus Negative 10". "Goodbye and Good Riddance" and "Ben 10: Alien Force". I have other plans for Ben, Gwen, Charmcaster, Animo, and all the others.

Secondary note: For this project, benwolf is Howlrunner, benmummy is Underwraps, and benviktor is Boltneck.

"You don't think there are any wolves in this area of the park, do you?"

Dean grinned a little as Penny curled up against him. The ranger that had warned him about the wolves had inadvertently done him a favor. Penny was so scared that she stayed huddled up to him. Win-win for him, and all thanks to that one ranger.

Dean's good mood evaporated when he heard another howl, this one sounding a little too close for comfort. The macho attitude he had put up earlier in the day started to dribble away as the howling got closer. Turning away from the fire they had been sitting in front of, he saw a massive wolf not five feet away from them. Its eyes were blazing red, and its fur looked paler than you would expect it to be. As he watched, the wolf rose up on two legs. Its back legs lengthened and straightened out, while fingers grew out of its paws. At that point, Dean and Penny bolted, leaving the shapeshifting monster behind them.

**Ben 10**

Lost

"Ben? Are you all right?"

Gwen snapped her fingers in front of Ben's face. His only response was to turn his head to look out the window. He'd been doing this for a couple of days. At first, Gwen thought he'd been thinking about Will, the girl they'd met during the Mech Wrecker incident. But he hadn't once blushed or smiled while in this state. The only question was what was he thinking about?

"What if he gets loose again? I mean, if he can control the Omnitrix like that, what's to stop him from taking me over?"

"Wait, this is about Ghostfreak? Look, Ben, we fried him, remember?"

"Yeah, but he got back into the Omnitrix before that happened."

"No, you picked up some of his DNA before that happened. Ghostfreak is dead."

Ben shook his head and resumed staring out the window. Gwen tried to think of something to say, something to cheer Ben up. Nothing came, so she got up and went to the front of the Rust Bucket, where Max was sitting.

"No luck getting him to cheer up?"

"Yeah. I think I'm actually starting to miss him picking on me. Just don't ever tell him I said that."

Before Max could respond, Gwen had gotten out her laptop. Turning it on, she saw that one of her friends from school was logged on. Before long they were both talking about what they had been doing over the summer(although Gwen had to lie about a lot of it). While they were talking about where they were at the moment, Gwen looked out the window and saw a billboard that she thought her friend would like to know about. She sent a picture of the billboard to her friend. The response surprised her. They exchanged a few more messages, and then Gwen turned to Max.

"Grandpa, we're about five miles behind one of my friends. She wants to know if we can stop with them and see each other. Can we?"

"Well, who is it?"

"Janet Young. You know, the girl from my school?"

"There's a campsite a few miles ahead of us. Tell her to wait for us there."

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As soon as the Rust Bucket parked near the Youngs' RV, Gwen burst out of the door, rushing over to see her friend. Ben slumped out after her, still thinking dark thoughts about Ghostfreak and the Omnitrix. Looking over, he saw Gwen lean down to hug an Oriental girl sitting behind a table. She looked a little familiar, but not much; he didn't really know any of Gwen's friends, and she didn't really know any of his. Gwen waved to him, and he walked over, wondering to himself how lazy you had to be to not get up to see a friend. When he got there, he was suddenly struck with embarrassment and a little shock. She wasn't lazy, like he'd originally thought; she was in a wheelchair. He suddenly felt really bad about thinking she was lazy. These thoughts at least put the thoughts about Ghostfreak out of his mind, although he didn't realize it.

"And you must be Ben. Gwen's told me a lot about you."

Janet stuck out her right hand for Ben to shake. As soon as he touched it, a shock passed between their hands, causing both of them to jerk back from each other. Janet rubbed her right hand with her left, which was wrapped in gauze. Both Tennysons noticed the gauze.

"What happened to your hand?"

"I . . . I burned it a couple of days ago. It's nothing, really."

Gwen made sympathetic noises, but Ben was a little suspicious, even though he didn't say anything at the time. He looked for Max, and found him talking with Janet's father. Probably not the best time to interrupt. Besides, what was he going to tell him? Sure, Janet had lied, but he didn't know what she was lying about. He'd look stupid. But, before he completely dismissed those thoughts, he heard a beeping noise from the Omnitrix. Looking down, he saw the dial change from red to green, the way it did after recharging. The only problem was, it hadn't been recharging. He hadn't used it for two days, so it should have still been charged. Something wasn't right, and he was determined to find out what.

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The sun had almost completely set. The remains of dinner(Max and Janet's dad had insisted on sharing a meal) had been put away. Ben was sitting at the picnic bench, watching the Youngs' RV. Something was up with Janet, and he was determined to find out what. As the last rays of sunlight dipped over the horizon, Gwen yawned heavily.

"I'm going to bed. Try not to stay up all night."

Ben made a motion to show that he'd heard her. About five minutes after Gwen went to bed, Ben saw a dark shape come around the Youngs' trailer. Whatever it was, it was _big_, with giant wings growing from its back. It lifted off, and Ben was immediately running through the Omnitrix's selection. He decided and pressed down on the dial. When the green light faded, he was Stinkfly, zipping after whatever monster had left the campsite.

As he soon realized, it was hard to fly after something that stayed as close to the treetops as this thing did without much light. And it was even harder to track it from above; without much of a moon, Stinkfly could barely make out the creature. The only thing he could see was a slight reflection off the creature's left hand, like it was wearing a bracelet, or some other kind of jewelry. Still, it was something to shoot for, and shoot he did.

"Hey, ugly! Think fast!"

One or two of Stinkfly's blobs of goo hit, but the creature shot upward sharply, causing the rest to fall woefully short of the mark. Whatever this thing was, it was _fast_. Stinkfly banked, swiveling his eyes in all directions to find the mystery monster. This was a lot easier now that it had risen above him, even with the less-than-stellar lighting conditions. He started shooting again, aiming for its wings to bring it to ground. The monster responded by tucking said wings against its body, shooting straight at Stinkfly. Before he could react, the creature grabbed his head with its reflective left hand. There was a flash, and all of a sudden he was Ben again. As he began to fall, he started to scream. He was still screaming when he hit the first branch and descended into darkness.

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"Gwen! Wake up!"

Gwen sat up slowly, shaking her head to get the fog out. Max had been shaking her, and he leaned back a little as she sat up.

"Where's Ben?"

"Wha- he didn't come in last night?"

"You saw him last. What was he thinking? Did he say anything?"

"No. He was just sitting there, watching Janet's RV. I thought he was just going on about Ghostfreak again. May-"

Before Gwen could finish her thought, there was a knock on the door. Max opened it and found himself eye-to-eye with Mr. Young. He looked a little desperate, and more than a little worried. He grabbed Max by the shirt and literally dragged him out of the Rust Bucket. Gwen came outside to see Janet's dad hoisting a very large and very inhuman weapon in his hands. Max grabbed one of the same from the back area of the Rust Bucket; apparently, there was something nasty in these woods. Max closed up the compartment, and he turned towards the woods with Mr. Young in tow. Gwen was about to go after them, but Max turned around and shook his head. With that, he turned forward again, walking into the woods to try and find Ben and Janet.

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Ben's head was throbbing. He put his hands on either side, feeling like it would fall off if he didn't hold it on. His eyes opened slowly, blinking as the light flooded his field of vision. When he could properly see again, he saw not the interior of the Rust Bucket but instead trees and grass. Slowly, it came back to him: Janet lying about her hand being burned, the monster from her RV, Stinkfly chasing the monster, it grabbing him, and then nothing. Groaning, he sat up, regretting it immediately. Looking around, he saw another person lying near him. It took him a moment to recognize it as Janet. Crawling over, he got a good look at her left hand. It was encased in some kind of golden glove. He reached out to tap it, but had his hand batted away as Janet came to.

"Unh, five more minutes."

"Are you all right?"

Janet shrieked at that; obviously, she hadn't been expecting Ben's voice. Her upper body rolled over, dragging her legs with it. Once she'd gotten turned around, she propped herself up on one arm, using the other to comb blindly through her hair, picking out sticks that had gotten stuck there.

"Where are we, and why are _you_ here?"

"I don't know. I was following something, and . . . that was you, wasn't it?"

"What was me?"

"That flying thing last night. I mean, that's the only way you could have gotten out here, right?"

"Ok, I have no idea what you're talking about, but we've got to find our way back to the campground. Bend over."

"No way! Find your own way out, if you can't trust me."

"You . . . you're not serious, are you? I can't walk! How else am I supposed to get out of here?"

Ben was about to walk away when he heard (or at least thought he heard) Ghostfreak's dry laughter, relishing the chance to abandon Janet to die in the wilderness. Sighing, he turned around, walking back to Janet.

_____________________________________________________________

Gwen slid the Keystone of Bezel into her pocket. It still hadn't really recharged from Hex's attempt to recreate the Charms, but it enhanced what little spellcasting talent she had. She didn't think that Max and Mr. Young could find Ben and Janet before anything happened to them. Not that they were bad at tracking people down; she just didn't think it all that likely that anyone could find them without some kind of clue as to where the kids were.

Sketching a small circle on the ground, she dropped one of Ben's dirty shirts within the circle. The outline began to glow purple, and Gwen suddenly knew where Ben was, relative to the campground. Whispering a few words, she jumped into the trees, running on the branches towards Ben.

_____________________________________________________________

"So, what is that thing, anyway?"

Ben stopped for a minute, heaving for air. It didn't matter that Janet couldn't move her legs. They were still heavy, especially when you were carrying her through the forest for a few hours (at least, he _thought_ it had been a few hours; neither of them was wearing a watch). After he had gotten his breath back, he started moving again.

"You first."

"Why should I?"

"Because I don't need you to get back. Want to try it by yourself?"

Janet swallowed hard. As far as she could tell, Ben was entirely serious with his threats to leave her to fend for herself. She decided to humor him, if only to keep on his good side.

"It's called the Shaxras Gauntlet. I found it in the attic when I was four. I put it on because I thought it looked cool, and it wouldn't come off. Man, was he mad when he got home and saw it. He taught me how to cloak it, but that stopped working a few days ago."

"And it does . . . "

"It lets me turn into all sorts of creatures. You know, the mythical ones. This griffin with arms instead of forelegs, a minotaur, bunch of others. Since I stopped walking . . . you just take that for granted, but it just feels like I can do anything. Now, what about yours?"

Ben opened his mouth to tell her when they both heard something howling nearby. Another howl responded to the first, and then another. Ben checked the Omnitrix. Still red; this was a new record for uselessness. Before they could move, Ben and Janet found themselves surrounded by a pack of wolves. The one directly in front of them was a massive white wolf. It started forward, arms lengthening as its muzzle shortened. A slit appeared in its chest, and it reared up on its hind legs. Ben blinked, and when he did, the fur fell back like a cloak. Under the cloak was a young woman in a short deerskin dress. The only thing that connected her with the snarling beast of a few seconds ago was the pair of bright gold eyes. She walked up to Ben, tracing unknown patterns on his face with her abnormally long fingernails. She grinned, a humorless smile that showed far too many teeth. She moved her face in towards his neck, but stopped at the sound of a small voice.

"No! Bad dog! Leave them alone!"

The gold-eyed woman jerked her head around. Floating about a foot over her head was another woman the size of a Barbie doll with a set of dragonfly wings growing from her back. The wolf-woman made some noises with her throat; if it was a language, neither Ben nor Janet understood it, so they sat through the exchange between the two women wondering what would become of them. Once it ended, the woman on the ground turned and ran, her form melting back into that of the white wolf. The flying woman waited until the entire pack had left before floating down in front of Ben.

"I'm Puck. Are you kids lost? Hungry?"

Both Ben and Janet nodded. The little woman rose up a little, trailing little glints of light as she did.

"Then follow me. My master should be able to accommodate you."

Puck turned and glided off, with Ben and Janet following right on her tail.

_____________________________________________________________

By the time they got to the clearing, the sun had reached its high point and was in the long process of heading west. Ben was tired, and the site of the massive tower sitting in a treeless depression was as welcome a site as any. He looked up at Puck, but was too weary to get the words out. She read the question in his eyes and answered.

"Yeah, this is my master's retreat. He's a bit of a recluse, but friendly enough, I guess. I'm just glad he took me in."

"What do you mean, took you in?"

"I'm an orphan. My parents died while I was still pretty young, and pixies are superstitious creatures. They thought I was cursed, and they ran me out of their little kingdom. I thought I was going to die, but he found me and nursed me back to health. It's a favor I can never truly repay, but I try anyway. Come on, let's hurry. I think he's got lunch ready."

As soon as they crossed the threshold, Ben could smell something. He didn't know what it was, but it smelled _delicious_. As soon as Janet was off his back, he rushed toward the smell. Before he could find the source of the smell, he ran into a rail-thin humanoid in dark robes. Backing up, he saw not a face, but an ivory mask. The eyeholes were filled with a pair of surprised brown eyes. Ben tried to stutter out an apology, but the robed figure raised his hand.

"Well met, young one. What is your name?"

"I-I'm Ben. Ben Tennyson. And this is Janet Young. We-"

"You were lost, yes? I saw you hours ago. I'm just amazed that it took Puck so long to find you."

"Sorry. Oberon thinks I'm dangerous. I had to outfly a couple of his soldiers on the way to them."

"Very well. Show them to the dining hall. Make them comfortable, and then come to my chambers."

Puck nodded, and then turned down one of the halls with Ben and Janet in tow.

_____________________________________________________________

Gwen looked down from the branch on which she was currently sitting. Below, a pair of wolves walked by, sniffing the ground. They looked familiar, but she wasn't sure if they were the same ones she had seen earlier. For all she knew, there were hundreds of wolves running around this forest. Either way, she had to get around without getting caught by them. Bracing herself, she leapt for the next branch.

For a second, she thought she wasn't going to make it. Even with the Keystone, she saw herself coming up short, crashing into the ground right in front of the wolves. In actuality, she almost overshot the branch she was headed for, which would have be just as disastrous as shorting it. Grabbing the branch to keep herself from falling, she felt her palms get shredded by the bark, and had to bite her lip to keep from moaning. Steadying herself, she watched the wolves turn from the tree and start walking to the north. The same direction that Ben had been going, if her spell was working properly. _Might as well follow them, if they're going the same way_, she thought, and then leapt for the next branch.

_____________________________________________________________

Ben looked down the hallway, wondering where it led. Neither Puck nor her nameless master had said he couldn't explore, and he was more than a little curious. Plus, this place seemed bigger on the inside than it looked on the outside. A _lot_ bigger. It didn't surprise him nearly as much as it would have a few months ago – at this point, _nothing_ really seemed impossible to him – but it did surprise him a little. As he walked down this particular hallway, he spotted a glint traveling above him.

At first, he thought it was Puck, and he waved at it. As it got closer, he saw that, while a pixie, this one was a male. He was wearing what looked like bark armor, and had a miniature sword strapped to his waist. _Weird. Didn't Puck say she was the only pixie here?_ Ben followed the pixie as far as he could, but lost it when it slipped through the slits of a grate in the floor. Ben almost gave up until he heard the familiar beeping of the Omnitrix recharging. _Finally._

The only question was what alien to use to infiltrate the lower levels of the tower? Gray Matter could probably get through the small slits on the grate more easily that anything else, but he didn't have any offensive power in case he ran into trouble. ThunderVolt, on the other hand, would have no problem fighting off anything he ran into, but would have a harder time getting through the grate in the first place. But neither of them had any kind of night vision; the area under the grate was pretty dark.

Ben stared down the grate. In all honesty, there was only one alien in the Omnitrix that could get down the grate _and_ be able to fight some of the nasty things that might be lurking under there. The only problem was, if he used Ghostfreak, would he be able to control what was essentially the dark corner of his mind? Or would he just release the one enemy he was truly afraid of back into the world, ready to wreak havoc? Closing his eyes, he activated the Omnitrix, twisting the dial around. Whichever alien came out, he would use. And pray that it didn't blow up in his face.

As soon as he pushed the dial back into the Omnitrix, he felt his physical body drift away like smoke on the water. He held up his arms and found himself staring at a set of abnormally long claws. That confirmed it; he was Ghostfreak for the first time in a very long time. Fortunately, he wasn't in sunlight; the last thing he wanted right now was to fry because of what was essentially dumb luck. Willing himself insubstantial, he passed through the grate and into the lower levels of the tower.

As he glided down the hallways, Ghostfreak realized that he had _excellent_ night vision. There weren't even torches down here, just the occasional pixie floating around, but he could see as clearly as if there was a sun lighting the place. As he went deeper, with the darkness growing, he felt something coursing through whatever passed for veins for this form. _That's right. The darker it gets, the stronger he – _I_ – get._ Soon, he was in what had to be catacombs. Up ahead, he saw Puck encircled by the aura of light she gave off. She was flying down the hall, staying level with her master's shoulder. Ben slid in closer, willing himself invisible in case either of them thought to turn around. When he got close enough to hear them, he could tell that at least one of them was angry.

"-and the Wolf Pack. I deserve at least that much for getting all that magical crap you have hoarded in here."

"The Wolf Pack wasn't part of the bargain. You get control of Oberon and his kingdom. Nothing more."

"Oh, I'm sorry. I must have forgotten who keeps bringing in artifacts and sacrifices. Tell me, when was the last time you brought something in? Oh, that's right, _I_ did! I've done all the work, and you're telling me that I don't get some kind of bonus? Fine. Good luck getting all those magic weapons back once I take the-ulk!"

"Or, I could snap your arrogant little neck right here and now. I'm sure I could find another of you little winged rats willing to help. Am I understood?"

Puck nodded, and her master let go of her neck. She hovered there for a few seconds, sucking in air and rubbing her neck. He began walking again, and then stopped and turned around.

"Well, well. It looks like curiosity is a family trait, little Ben. Shame, really. I was a little fond of you."

Ghostfreak fired a blast of purple energy at the Master. He raised a hand, and the energy sank into his palm, firing back out a second later, catching Ghostfreak in the chest. Rolling with the impact, Ghostfreak slid into the floor, rushed through it, and came up with a fierce uppercut. The Master fell backwards, and his mask popped off.

Without his mask, the Master looked hideous. His skin was gray and rotten. Bones showed through in at least three different places, not counting the teeth one could see through the hole in his right cheek. For the first time, Ghostfreak got a good look at the Master's hands. They too were decayed, and the skin on the fingers stopped about an inch short of covering the bones. Stunned, Ghostfreak wasn't able to react when the Master shot forward, slapping his hand against the dial attached to Ghostfreak's left shoulder. There was a flash of red light, and Ben dropped to the ground. Without Ghostfreak's night vision, he could only see the faint glow Puck gave off. The Master was pretty much invisible to his point of view. Something grabbed his shirt, dragging him down the hallway.

_____________________________________________________________

Ben hit the ground rolling, stopping only when he hit a wall. The noise of a door slamming came from behind him. He turned around (at least, he thought he did) but saw nothing in the darkness. The Omnitrix let off a bit of a red glow, but it didn't do anything to help him see. He started feeling around. Slowly, crawling around his cell, he found something soft wrapped in cloth. He began running his hand up it, trying to figure out what it was. He was still clueless when something grabbed his wrist, causing him to scream.

"Shut up! I'm not going to hurt you!"

Ben pulled his arm out of his cellmate's hand. Whoever it was, he thought the voice sounded like a girl, which automatically qualified his cellmate as she. Still scared, he decided to get to know her a little.

"Who are you? I mean, your voice sounds kind of familiar, but it could just be coincidence."

"I'm nobody you know. I'm in here because Kol-Karah doesn't like loaning things out."

"Kol-Karah?"

"That's his name. The undead guy in the mask, I mean. You didn't know?"

"I got here by accident. I was lost in the woods, and what's-her-name-"

"Puck. Do me a favor. If you get out of here and I don't, rip her wings off or something like that. Backstabbing, conniving coward, that's what she is."

"What did you mean when you said that thing about him loaning out stuff?"

"He has this book in his library. I need it to do this ritual, and he has the only known copy left in existence. I got into the library, and I almost had the book when that little winged traitor brought him in. I've been stuck down here for I don't know how long, and I'm starting to think I'll be here forever."

"Don't think like that. I think I can figure a way out eventually."

But deep down, he knew that it was a long shot. Kol-Karah could shut down the Omnitrix, just like Vilgax could, and he'd never fairly beaten Vilgax. Kol-Karah would be even more difficult, given all the powers his magic could grant him. Silently, he prayed that someone would show up and save him.

_____________________________________________________________

Gwen shifted her weight, grabbing for the next handhold. She'd found the tower, but something had told her to avoid the door. Sliding her fingers into the next handhold, she reached up and got a hand on her target – a windowsill about halfway up the tower. Levering herself up with her hands, she slid over the sill and into the tower.

As she lay there, trying to recharge after the climb, she gave the room a look-around. Scattered throughout the dusty room were a variety of items. Belts hung on the leg of an overturned table, while a few cloaks lay bundled on the chair next to the table. Staffs were propped up against one of the walls, and a large amount of jewelry was scattered on the floor. Curiosity got the better of her, and she grabbed one of the rings lying by her hands.

A shock ran through her system, and Gwen suddenly found that she _knew_ what the ring did. Pushing herself up, she grabbed another ring. The same sensation passed through her body. Eager to test this new power, she grabbed one of the cloaks. This was followed by a number of amulets, a golden belt, two wooden wands, something that looked like a golem's finger, and several other items. By the time she was done, she had amassed what amounted to a small arsenal. She was about to sort through it when something bumped her leg.

Gwen jumped a foot in the air, biting her lip to keep herself from screaming. Once she landed, she whipped around, hoping that she'd imagined the touch, praying that it wasn't some kind of guardian left here to safeguard the magic items in the room. At first, she didn't see anything. When she felt the same bump, she looked down. Sitting there was a beat-up brown backpack with a pair of buttons sewn near the top. She recognized it immediately. It was the backpack Charmcaster stored her magic stones in. Gwen kneeled in front of it, and it jumped at her again.

"What? Do you want to come with me? Is that it?"

The bag jumped at her again. Gwen took that as a "yes", and slid the straps of the backpack around the belt. Clasping the belt around her waist, she slid the wands and finger into little slots on the side of the belt. The amulets were placed on little hooks on the back of the belt. A pair of bracers clamped over her forearms. A pair of fingerless gloves slid onto her hands, and rings slid onto several of her fingers. Sliding one last item over her neck, Gwen threw the cloak she'd grabbed over her shoulders, pinning it in place with a petrified eye. Grabbing the staff she'd picked up, she opened the door and walked out, ready for anything.

_____________________________________________________________

Ben leaned against the wall. He and his cellmate had just stopped talking after a while, and they were staying on opposite sides of the cell. Ben looked at the Omnitrix. It had recharged, but he didn't think he could just leave his mystery roommate here. Idly, he began running through his aliens in his head. Ghostfreak was the only one he could think of that _could_ get out; nothing else had any real ability to see in the dark. Sure, Wildmutt could sense his way around, but he wasn't strong enough to tear his way through whatever kind of door there was keeping them in. Nothing else could really work, each lacking some ability or another that would be useful for getting him and his cellmate out.

"Ben? Is that you?"

Ben whipped his head around to where he had heard Gwen's voice from. At first, he thought it was one of Kol-Karah's tricks. _But Kol-Karah's never heard Gwen before. Has he?_

"Is that you, Gwen?"

"Of course it's me. What's the matter, can't you see me?"

"No, he can't see you. It's pitch-black down here."

"Oh. Close your eyes for a second, both of you."

Ben closed his eyes, and then opened them to find the area blazing with light. The light was emanating from the left hand of a hooded figure. The figure pulled its hood off, revealing his cousin's face. Ben rushed forward and found that they were not in a cell, as he had thought, but in a small space built onto the corner of the hallway. He grabbed Gwen in a bear hug, and was only interrupted by someone clearing their throat behind him. He turned around and was more than a little shocked at what he saw.

Her silver hair wasn't pulled back in a ponytail like it usually was, and her jacket had been replaced with a purple tank top, but she was still recognizable as Charmcaster. She was sitting about five feet from where Ben had been prior to the lights coming on. The only other difference from her normal look was a leather collar inscribed with silver runes on her neck. Gwen walked over to her and reached for the collar. As soon as she touched it, her hand convulsed, and she drew it back sharply.

"You think I didn't try that? I've been down here for . . . what's today?"

Ben told her.

"Two weeks! You think that it never crossed my mind to just take the thing off? It's keyed to keep magic-users from taking it off, plus drain their powers."

Ben walked over and touched the collar. Nothing happened. He ran his finger over to the catch, and then stopped.

"I'll let you out, but you have to make me a promise. Promise that you'll help us stop Kol-Karah, no matter what he's doing. And no killing or maiming."

"What? No! I'll help you, but you can't stop me from paying that little weasel Puck back."

"Promise, or we'll leave you here for Kol-Karah to play with. All or nothing."

"_Fine_, I'll leave off Puck. Now take this thing off me."

Ben undid the catch and removed the collar from Charmcaster's neck. She stood up, rubbing her neck; Ben saw the red circle of chafed skin where the collar had been. Dropping her hands from her neck, she held one out to Gwen.

"Give me my bag."

"I don't think it wants to go with you anymore."

"Bull. Hand it ov-ow!"

She'd been reaching for the bag, and it bit her with its zipper/mouth. She pulled her hand back, sucking at the tip of her index finger.

"Sorry, but I guess-"

"Don't care. Keep it. Ungrateful little monster."

With that, she turned and started to walk away. Ben and Gwen looked at each other, and then followed her down the hallway.

_____________________________________________________________

Gwen heaved the grate covering the downstairs area aside while Charmcaster watched in amazement. When her right hand came back, she saw immediately why Gwen had pulled that off: the Keystone of Bezel was attached to the back of the glove she was wearing. For a second, she thought about trying to steal it, but pushed that thought into the back of her head. If she could get the book she was looking for, she wouldn't need the Keystone. And for right now, teaming up with the Tennysons was her best shot at getting it.

"So, where should we look first? I mean, someone's got to know what Kol-Karah's doing with all these artifacts. Either of you hear anything?"

"While me and Janet were eating, Puck said something about fungus. I thought she had some kind of athlete's foot or something, but I could be wrong."

"Fungus? Are you serious?"

"Yeah, but I didn't think it meant anything. Does it?"

"I can't think of any reason, but-"

"You're sure she said fungus?"

"Yeah. Is it important?"

"Oh, man. We've got to stop him, and _fast_."

"Why? What does it have to-?"

"A couple of hundred years ago, the Lords of the Abyss sealed one of their number in the Bleak Wastes for attempted deicide. Iriix, the Lady of Fungus. She's about the only being powerful enough to release Kol-Karah from his tower when he busts her free. We've got to find the conjuration room before he frees her, or he's going to suck the planet dry of magic. I think it's this way."

Gwen and Ben took off in the direction Charmcaster had pointed. Before long, they came to a large, thick door. Charmcaster put her hands on it and muttered a few words. The doors practically blew off the hinges, and the three of them were looking into a very big room. Most of the walls were covered in runes and summoning circles. The exception was directly across from them; it looked like a window into a landscape both Tennysons recognized immediately: the Null Void. Charmcaster sucked in a breath sharply, and the little gasping noise alerted the room's occupants to their presence immediately.

Kol-Karah and Puck looked up immediately, and their movement revealed something lying on the ground between them. It took a few seconds for Ben to recognize that something as Janet. She looked a little bleary, and Ben's first thought was that she had been drugged. A fury burst into him, and he activated the Omnitrix, not even looking at what he was going to turn into. There was a flash of green light, and he found himself swathed in blue-black fur. Charmcaster looked over and said, "Cool".

"Ben, get Janet out of here! Charmcaster and I'll take care of Kol-Karah. Go!"

Howlrunner rushed forward, unleashing a concussive roar that blew Kol-Karah and Puck into the wall. With them out of the way, he grabbed Janet, carrying her to the doorway they had entered through. She pushed herself up on her arms, groaning. He got an idea. If the Omnitrix was working again . . .

"Janet, use the Gauntlet! We need backup!"

Janet closed her eyes and began to glow slightly. She began strobing, and in each flash became something else, something inhuman. When she finished, she had become a Minotaur easily a foot taller than Howlrunner. He took a moment to be very impressed. They turned around but Gwen and Charmcaster had Kol-Karah and Puck's attention all to themselves. Just then, Howlrunner noticed someone standing on the other side of the window to the Null Void. Three familiar-looking teenaged girls walked slowly towards the wall, flanking a construct of mold and fungi. As he watched, they slipped out of the wall and into the room. Rushing forward, he took a swing at the construct, which he assumed to be Iriix. His massive paw stopped partway through its swing, halted painfully by one of the girls' sharp kick to his wrist.

"Ow! That hurt!"

Before he could retaliate, another of the girls, this one covered in tattoos of dragons, leapt forward, shooting a blast of energy at him. Dodging, he opened the four pieces of his jaws, unleashing a concussive roar, blasting the dragon girl across the room. While he was so occupied, Janet came charging over, catching the other two girls over her horns and smashing them into the wall. Howlrunner turned to attack Iriix, but she had vanished from his view. _Oh man, please don't be gone._

_____________________________________________________________

Gwen threw her right hand forward, and a bolt of blue fire shot towards Kol-Karah, who threw it to the side an instant before it would have hit him. Raising his staff (a wooden shaft topped with a crystal that was constantly glowing), he uttered an ancient word, one that hadn't been heard in thousands of years. Almost immediately, a hole opened in the air just below the ceiling, and flame and ash began raining down in the room. It was a good strategy for him; he couldn't feel the pain of the burning ash, and any damage to his body could be repaired once he took care of the intruders.

Gwen made a gesture with her hands, augmented by a few powerful words of her own, and the hole closed. She didn't know how she did it, but right now she felt like she could do anything with the sheer power running through her veins. Raising the staff she'd taken from Kol-Karah's storeroom (hers looked like a rather long spinal column topped with the skull of a large raven), she mentally activated it. A stream of energy burst from the mouth of the skull and hit Kol-Karah on his left arm before continuing forward to the wall.

When the energy faded away, she saw that the area of the wall her energy blast had hit looked like it had been eroded away. The clatter of objects hitting the floor brought her attention back to Kol-Karah. His left arm was gone, reduced to bones scattered on the ground next to him. He looked at his side for a moment, as though he was trying to figure out what happened to his arm. He looked at Gwen's staff, and nodded to himself.

"The Necromancer's Staff, of course. Useful, but a bit limited in its application. Now, burn!"

A gout of black fire shot from Kol-Karah's staff. Gwen reacted instinctively, throwing the cloak she was wearing in front of her with her right hand. As the indestructible hide hid her from view, she reached into the mouth of Charmcaster's former bag, grabbing a few of the little stones kept in there. When the moment felt right, she threw the cloak back, releasing the stones. They flew at her undead adversary, exploding in his face. One of them caught him in the neck, destroying a small charm he wore there and leaving a large divot on his upper chest. The force of the explosion threw him backwards into the wall. It took him a little bit to get back up, and he started to waver back and forth, leaning on his staff for support. Leaping forward, Gwen readied another spell, hoping to drive Kol-Karah out of the room in hopes that his ritual would fall apart without him in the room.

_____________________________________________________________

Howlrunner was swamped. The trio of girls were a pain. Sure, he could have handled the martial artist, but factoring in the one shooting the energy blasts made it a little hard. And the third one, who seemed to have an endless supply of throwing knives, made it even more difficult, even with Janet trying to run that one down. Spinning, he unleashed another sonic roar, blasting the two he was fighting halfway across the room. With them temporarily out of his hair, he turned on the fungal construct, which grinned at him. Rushing forward, he knocked her into the air in a cloud of spores. She raised her hand once she landed on the ground, and Howlrunner dropped to his knees as something tore through his body painfully. Janet came over, but he waved her off.

"Spores . . . hurts . . . "

Iriix laughed heartily as Howlrunner writhed on the ground. He tried to cough out the spores, but it wasn't working; they had taken solid root and were busy spreading throughout his body. His vision had started to turn black, while Iriix's laughter began to fade away. As he sunk into the blackness, he heard a voice, loud and clear, declare a single word.

"Stop."

Iriix's laughter halted immediately. Howlrunner's vision began returning to normal, and he found that his chest no longer hurt. Pushing himself up, he saw that himself, Janet, Gwen and Charmcaster were the only ones capable of movement. Kol-Karah was standing with his arm outstretched, a bolt of energy forming on his palm. Puck was hovering in midair, eternally twisting out of the way of Charmcaster's last spell. Iriix's cadre of female servants had frozen in place around Janet, who was trying to extract herself from between them. The only other occupant of the room was an oversized raven that had perched on one of the windowsills.

The raven flapped its wings, coming down to the floor. As it descended, its skin and feathers began to crawl. Its legs elongated and lost their scales. Its beak began to shrink, leaving lips in its place. Its wings shifted backwards, joining together on its back while arms emerged from its shoulders. By the time it reached the ground, it had ceased being a bird, and was now a copper-skinned man wearing black pants and a cloak made of black feathers. Walking through the room, he smiled a little to himself.

"I see I have arrived at just the right moment. You look like you could use some help."

Gwen and Charmcaster didn't look like they appreciated the man's comment, but Ben and Janet both nodded eagerly. The man looked at them, and then waved his hand, forcing both of them into their normal bodies. Ben lunged forward to catch Janet before she hit the ground. The man walked over to the two spellcasters and looked them over. His smile broadened a little when he saw the array of artifacts Gwen was wearing.

"So, someone finally took some of the items he was hoarding. I was wondering when that would happen. In any case, I suppose it's you four I should thank for distracting Iriix and Kol-Karah. And as usual, I have to clean up their mess. First things first . . . "

The man touched Kol-Karah, and the undead mage's spell finished forming, only to fizzle at a glance from the mystery man. The look on the lich's face turned as horrified as it could get, and he immediately dropped to one knee, bowing his head to the floor.

"Oh Great Trickster, forgive me my-"

"Get up and face your final rest like the man you once were. You have failed at your duties for the last time. You have interfered with the natural order of this land, enslaving the skinchangers and the fey kingdoms, and are to be punished accordingly. Begone."

And with that simple word, Kol-Karah dissolved to dust, leaving the rotted robe and staff behind. The dust floated in the air for a moment before the wind took it away, scattering his remains to the four corners of the earth. The Great Trickster (as Kol-Karah had called him; there was really no other way to identify him) walked over to the cluster of girls that had been fighting Ben and Janet. He touched each one on the forehead. At his touch, they started moving again, seeming a little confused by the location changes most of the people had made in a seeming instant.

"You three are released from your service to the former Lady of Fungus. Go, and never bother this place again."

The three of them nodded and took off, leaving the summoning room in a hurry. The Great Trickster looked Iriix up and down, and then clapped his hands. At the sound of the impact, Iriix simply disappeared, leaving no trace of her behind. This left only Puck to be judged by him. Delicately, he plucked Puck from the air, holding her by her legs. At his touch, she started moving again, trying to twist away from the attack she last remembered. When that didn't work, she looked up into the eyes of the man holding her. Everyone saw her look of horror when she realized that her master and the demon she had helped summon were gone without a trace. The Trickster paused for a moment, trying to decide Puck's fate, when Gwen spoke up.

"Why don't you just put her in there?"

She pointed to the wall with the view of the Null Void. Ben shuddered, remembering the brief time he had spent there; even without Vilgax and Kevin chasing him around, it was a horrible place to be. Apparently, Puck felt the same way.

"No! Don't put me in there, please no! I'm sorry, I won't do it again, I promise! I'll do anything, I swear, anything just don't put me in there, no!"

The Great Trickster walked over to the wall, carefully dodging the summoning circles drawn over the floor. When he got to the wall, he slapped his hand palm-first against the wall, shoving Puck through. When he removed his hand, the four of them could see Puck flitting around, trying to force herself back into their world. As he walked back from the wall, the Great Trickster waved his hands in different directions. At first, none of the understood why he was doing it, until Charmcaster pointed at the floor. Each wave of his hands lined up with the disappearance of the summoning circles, until he got to the last on sitting in the center of the room. When he waved his hands over it, the floor cracked, spreading quickly to the walls. He looked at the foursome still remaining and pointed to the door.

"The tower is collapsing. Leave immediately if you value your lives."

Gwen and Ben rushed out the door, Ben carrying Janet over his shoulders. Charmcaster bolted out the door, looked both ways, and then turned down the hallway in the opposite direction of Ben and Gwen, desperate to find the book she needed before the whole place came crashing down.

_____________________________________________________________

"What are we going to tell them? I mean, even for us, this sounds pretty unbelievable."

"We're going to tell them the truth. Both of them knew about Kol-Karah, or at least that there was _something_ dangerous lurking in the woods. I mean, they wouldn't have brought out weapons that big just to ward off wolves or bears, right?"

"Well, my dad wouldn't. Your grandfather might. I mean, he is getting old. He might not have thought he could handle the woods without o-hey!"

Ben realized only too late that Janet had a pretty good grip when she dragged him to the ground when he let go of her legs. Gwen turned around to see the two of them struggling back up and shook her head.

"You guys should really stop doing that. It's not funny. Now, look, we're almost there. Follow my lead."

Gwen walked off towards the location that her spell had provided her. Ben and Janet managed to get upright again, and were about to start off when they noticed a glint of gold off to the right. Both of them looked and found themselves staring at the white wolf they had encountered earlier. While they looked, it winked at them, and then turned and ran off. Ben was right. No one was going to believe this.


	8. Mint Condition

I do not own Ben 10, or any of the characters that have already or will debut in the series.

Note: This project ignores the events of "Race Against Time", "Ben 10 Versus Negative 10". "Goodbye and Good Riddance" and "Ben 10: Alien Force". I have other plans for Ben, Gwen, Charmcaster, Animo, and all the others.

Secondary note: For this project, benwolf is Howlrunner, benmummy is Underwraps, and benviktor is Boltneck.

Ben woke up, feeling more than a little groggy. Opening his eyes, he shuffled to the sink, too tired to even process the view around him. Only after splashing some water in his face did he realize that he wasn't in the Rust Bucket. In fact, it looked exactly like the bathroom at his house. Rushing through the door, he found himself standing in what appeared to be his own room. Something felt different about it. A voice was echoing in his head, saying something he couldn't quite make out. Shaking his head, he decided to ignore that line of thought. Walking to the window, he threw back the curtains, expecting to see his backyard, or at least something that would make this morning make sense. Instead, he found himself staring out at the stars. He was in space, sitting in a room that looked exactly like his room at home. _This can't possibly be good_.

**Ben 10**

Mint Condition

"The girl isn't up yet. I shudder to ask what you did to her."

Fray glared at the delicate, almost elf-like, creature watching the girl on the monitor. His appearance was deceptive; the Collector could rip a Transylian's arm out of its socket as easily as tearing wet tissue paper, and with about the same amount of remorse. Granted, Fray's appearance was the same way; when most of her original body had been subject to a lethal amount of radiation, the Collector had placed her organs in a cyborg shell that looked remarkably human. A few concessions had been made (she'd refused to let him add lenses that would have made her eyes look like a normal human's), but, with the exception of her eyes and the hair (a screamingly bright pink), she could have passed for human, which had helped in her getaway.

"I didn't do anything. Misha probably overloaded the stun sticks again."

"Regardless, if she refuses to wake, this will go on your tab."

"What do you mean, _tab_? I'd say all my devoted work over the years should negate this, if not the total body refit. Incidentally, where did you get the idea for pink hair? I almost got caught because of that."

"I have my reasons. And you have a tab because you did not have the moneys available to pay for your new shell when I gave it to you. Now, run along. I have work to do in the Genesis Chamber."

Fray, like any of the other hunters in the Collector's employ, knew that any mention of the Genesis Chamber meant that he had grown bored with conversation. Turning, she walked out the door and headed down to the armory. On the way, she was going to check on the girl. Hopefully, she could figure out whether or not she had done any permanent damage.

Ben opened the door that, on Earth, would have let him into the rest of his house. Here, it opened onto a large grassy area. At least, he thought it was grass; some of it was decidedly redder than the grass he was used to. Looking around, he could tell that he was still inside the ship; he could make out some of the welds on the "sky". He shivered a little, and then a lot more. It wasn't fear or nerves; it had gotten _cold_ in a hurry.

"It's new. Interesting, but boring. Not something he'll miss if it disappears, I thinks."

"Leave _him_ alone. He's just a kid, and he's probably confused."

Ben looked over his shoulder, staring face-to-face with a large blue lizard. It exhaled a fog of ice that froze the snot in Ben's nose instantly. He took a step back, still shivering. He cried out when he saw the creature behind the lizard. It was a skeleton wreathed in green flames. It laid a hand on his shoulder, and Ben noticed a thick layer of transparent metal wrapped around the bones. Warmth spread through Ben's body, and he slowly stopped shivering. The skeleton wrapped its arm around his shoulders and led him away from the lizard.

"I'm sorry about him. He's just got a big chip on his shoulder, but he'll warm up to someone someday. I hope."

"Um . . . where am I? And who are you?"

"Oh, my name is Grst'aria. You're on the Ark, Residence of the Last. I'm sorry for what happened."

"You didn't do anything. It was that lizard-thing that-"

"No, not that. I mean what happened to your planet. How did it happen?"

"What do you mean, my planet? Did something happen to Earth?"

"Oh, you don't know? We are the Last, sole survivors of the disasters that consumed our homeworlds. Unless you're one of his hunters, but you're a little young for that, aren't you?"

Ben's mind was racing. Earth, gone? Grandpa Max, Gwen, his parents, every one of his friends, both from Bellwood and that he'd met on his trip . . . gone? He sat down, hard, too stunned to control his descent. It wasn't until the skeletal alien wiped at his eyes that he realized he was crying.

"I'm sorry. I forgot how hard the news can hit. I know when I was told-"

"Leave me alone."

"That's not healthy. You could do any number of self-destructive-"

Ben activated the Omnitrix without thinking, barely hearing the whisper in his head that came with it. As Four Arms, he grabbed the skeleton alien by the neck and held her eye-to-eyes with him.

"Go. Away. NOW."

He spun and threw the alien towards the nearest wall, secretly hoping that she hit and got hurt, anything to make his own pain go away. Turning back, he began walking. He had to go somewhere, and it might as well be somewhere he could be alone.

Fray shot through the door, coming up on Kiztrix and Grst'aria almost immediately. Grst'aria was lying on the ground, rubbing her head, while Kiztrix simply sat there, exhaling an icy mist whenever he breathed. Fray grabbed Grst'aria by her armored shoulder and slammed her against the wall.

"Are you out of your mind? Do you want to drive your species over the brink of extinction? Or are you just trying to drive him to suicide?"

"Take your hand off me, you filthy-"

Fray had never heard that particular curse, but then, she'd never really studied the Radiskullian language; she didn't care what her enemies were saying, as long as she wasn't dead by the end of a fight with them.

"No. You don't make demands of me, especially not after you risk the death of one of the Last like that. Do you have any idea how mad _he_ would be if you or the human died? In case you forgot, we can't go out and bring another one in, and we haven't figured out how to clone your kind yet."

"To be fair, she thought she was trying to help. She's just woefully naïve."

Fray pointed her right arm at Kiztrix, releasing a pink energy blade from said arm that stopped just short of pricking the lizard-like alien in the throat. Kiztrix stopped his near-silent snickering and tried not to swallow.

"I'll get to you in a minute. Now, are you going to try not to anger this kid again, or will we have to separate you from the others?"

"I didn't know-"

"You're joking, right? Need I remind you of your reaction to the news that your planet was wiped off the map? Because of you, Misha can't use her right arm, and I'm stuck in this festering shell of a body. Did you really think he was just going to shrug off the deaths of everything he's ever known?"

Grst'aria held her tongue; there was plenty she wanted to say, especially on how Fray came to be placed in her cyborg shell, but felt it best not to anger the filthy Arcturan any further. She had no desire to end her species' existence over a few rude words and fuzzy memories. After a few moments, Fray let go of her neck and stalked off, decapitating one of the large flowers growing nearby as she passed it. Grst'aria rubbed her neck, pulling herself up on Kiztrix's outstretched arm.

"You shouldn't make her angry. She's already got a large enough grudge because of your species' war with hers; don't make it any worse."

"That's the thing. She said I got her put in that body, but Arcturans forced an evolution that made them practically immune to our powers. Something's not adding up. Is the boy the only human they brought is, or did they grab another?"

"Let's find out, shall we? I'll brings Corcorus. Ah, the intrigues call even my blood. Hail The Ender!"

With that, Kiztrix stalked off in search of Corcorus. Grst'aria, shook her head and rubbed her neck, still able to feel Fray's grip on her throat. She had some digging to do, if she could find a computer terminal that could access the Collector's personal files. Her mysterious "savior" would more than likely have the information she needed.

Gwen awoke with a little shriek as something cold ran down her back. Her first thought was that it was Ben dropping an ice cube down her shirt. She took a swing in the direction she thought he was, but hit something cold and scaly instead of her cousin. She scooted back off the bed, landing hard on her butt. The creature was a giant blue lizard. Its companion had no eyes in the proper spot on its face, although it was covered with them on every place aside from its head. She almost shrieked before she noticed that neither of these creatures was going to hurt her.

"Where . . . who . . . how . . . ?"

"Monosyllabic fragments. Obviously the creature needs to be brought up to speed on current events."

"You don't say. I thinks you're a little slow-witted for something so brainy."

"No need to be rude, Kiztrix. Just because you failed to fully overcome the destruction of your race doesn't mean that everyone else should have to suffer your personality issues."

"And you shouldn't hide behind big words just because you know them. I believes you might be a little _too_ smart for your own good."

Gwen shook her head, trying to drive away the fuzzy feeling settling around her brain. While the alien duo continued arguing (the argument had shifted into some extraterrestrial language she'd never heard before), she crossed her legs and began breathing deeply, trying to meditate. For some reason, her mind was refusing to focus, which upset her and consequently made it even harder for her to find her spiritual center. The duo's argument wasn't helping either.

"Both of you, SHUT UP!"

Both aliens complied immediately, the blue lizard (Kiztrix, if she'd heard the one with the eyes correctly) blinking in surprise. Gwen was a little surprised herself; she didn't usually have outbursts like that. She shook her head again. Something was definitely wrong, she just couldn't figure out what.

"Sorry, I just . . . I mean, I don't normally shout like that. Can we start over?"

"I thinks that would be best. I am Kiztrix, and that one is Corcorus. Who are you?"

"My name is Gwen. Where am I?"

"You are aboard the Ark, currently disembarking from the Solar system and the remnants of your planet. Many apologies for any inconveniences our earlier argument may have inflicted upon you."

"Wait, what do you mean 'remnants of my planet'?"

Kiztrix glanced at Corcorus, who returned the look with a few of his many eyes. Gwen couldn't read what they were thinking properly, mostly due to her inexperience with either species, but it seemed serious. Corcorus won whatever stare-down they were having, and answered.

"Your presence on the Ark means that your planet has suffered some sort of catastrophic collapse. You and the other are the only beings our savior managed to rescue."

Gwen closed her eyes and let out a slow breath. If she understood the ocular alien's sentence properly, he was saying that Earth was gone. But that didn't seem right. Wouldn't she remember anything about that? She posed that question to the alien pair.

"Our benefactor must have modified your memories, hoping to spare you the negative feelings associated with such an event. None of us can really remember our planets' final moments. Personally, I am gl-"

"Wait, he messed with my head? With your heads too? And nobody minds that? Something's not right with that. I mean, I'd rather remember that instead of risk some kind of partial lobotomy at some mystery man's convenience."

"She has a point. I'd rather remembers something like that instead of lose memories of friends."

"_You_ had friends? Somehow I doubt that."

"Not helping! Next point of business. Who is this 'other' you mentioned? What did he or she look like?"

"It was male, I assumes. Bratty little creature. Tried to hurt Grst'aria for nothing. Turned into something else, threw her into a wall and ran off."

"Turned into something? Did he have something on his wrist? A . . . I don't know haw to describe it. Kind of a bracer, or a watch, or-"

"Something like a bracer, yes. Is that important?"

"It means I know who he is, and I know how to talk with him. Do you think you can take me to him?"

Kiztrix nodded and beckoned for Gwen to follow him. She slid off of her bed and did so, carefully planning on how to talk Ben out of whatever dark mood he would probably be in. Hopefully, he wouldn't try and hurt her like he had this whoever-she-was Kiztrix was talking about. If he tried, it wouldn't end well for all parties involved.

Fray came across the boy while looking for Grst'aria. She was hoping to make sure that the Radiskullian hadn't been too badly damaged by the boy's attack; even if she didn't like the other alien, Fray didn't want to get blamed for her enemy's demise, and subsequent loss of her species from the Ark. Her wanderings were cut short when she found the boy sitting under one of the trees, curled up with his head against his knees. She wanted to ignore him, but something drew her over enough to sit down next to him.

"You doing okay?"

The kid glared up at her for a second before turning his head back to his thousand-mile stare. For some reason, Fray couldn't bring herself to just leave. She raised her arm, let it hang for a second, and then hesitantly put it down across his shoulders. He didn't acknowledge it, but at least he didn't pull away.

"Look, I know it can be hard dealing with this, but-"

"How? How do you know? I know you're not human, so tell me how you could possibly understand what I'm going through right now."

"Look at me. I've seen a few members of my species since my accident, and they don't even acknowledge me. I'm just as alone as you are. I just put my energies to good use instead of sulking around and trying to hurt other people."

"How do you know it's good use? I mean, I remember nothing about anyone coming and rescuing me. For all I know, you people kidnapped me for _this_" he pointed to an odd device on his arm, "and are going to sell me to Vilgax or someone."

"Look, if I were doing this for the wrong reasons, you'd be dead already. The only real reason I do rescue work is because of all the Collector's done for me-"

"He calls himself the Collector? So I'm just some exhibit in a zoo to him, huh? Tell me this: what happened to Earth? If I'm the last survivor, then how did it die?"

Fray was stopped dead. She literally had no idea how to answer the question. She definitely couldn't tell him the truth, that she'd kidnapped him and the girl with him, and she couldn't think of a lie that she could convincingly tell. After a few seconds, the boy snorted.

"Lemme guess. You don't know, or don't remember, or some other convenient excuse. I've got to ask, why does this Collector guy keep you around if you can't even think on your feet? Seems like that would be a key thing for someone like you."

"Look, kid, I don't have to take this-"

"Then leave. I'm not stopping you."

It took all of Fray's patience to keep from hitting the kid. He reminded him of her brother. _Her brother_. She hadn't thought about him since . . . since when? She suddenly found herself casting her mind out, trying to dredge up any memories of her family, but got nothing specific. None of her dad's old hunting stories, if he'd even had any, no talks with her mother, nothing about playing with her little brothers. _Nothing_. It was like her family had just disappeared. Or been erased . . .

"No. He wouldn't . . . not me."

"What's the matter? Figuring out something unpleasant?"

"He . . . he wiped my brain. I can't remember my family or my friends. Nothing before . . . oh gods, what did I let him do to me?"

Ben immediately realized that something was very wrong with this human-looking alien. _Now you're getting it, boy_. The voice he'd been half-hearing since he woke up came bursting through his mind now, and memories came flooding with it. They'd been getting ready to cook food over a campfire when he'd heard Gwen scream. He'd gone running toward the noise and seen . . .

"You CREEP!"

He didn't remember activating the Omnitrix, but he wasn't Ben, but Boltneck when he grabbed her by the throat. For the first time in his life, he knew what it felt like to want to _kill_ someone. He was about to squeeze his massive fist shut when Gwen's voice echoed over to him.

"Ben! BEN! No!"

He turned, and there was Gwen, rushing towards him with the blue lizard and some other alien creature trailing her. All his anger went away in a second. Dropping the creature he was holding, he ran over to Gwen and hugged her, hard. When he let go, she had to suck air for a few seconds; he'd forgotten how strong Boltneck was. The lizard alien looked at the eye-covered one and shrugged in a way that said, _I dunno, you tell me_. Once Gwen recovered, she looked back and forth between the pink-haired alien and him.

"So, what did I miss?"

"That _thing_ kidnapped us. It's the reason we're here-"

"_She_, to be correct."

"Whatever. I got my memories back. I remember what happened. I just wish I knew how to get back to Earth-"

"There's no going back. Not now, anyway."

All four turned back to the female alien. She was sitting with her knees pulled up to her chest, rocking back and forth slightly. Ben wasn't sure, but her expression looked . . . _devastated_. Whatever she'd realized, it must have hurt. Yet he couldn't dredge up an ounce of sympathy for her. After what she'd done to him, and probably others, he couldn't bring himself to feel sorry for her.

"What did you mean, 'no going back'?"

"Once the Collector brings specimens on his ship, he triggers some kind of apocalypse on their homeworld. Wipes out the species to ensure he has the last members, then clones them and kills them when they get too old. Earth only has a few hours left, a day at most. Then, boom, no more planet, no more humans. Just you two, forever."

"No. We're not sitting by and letting this happen. Gwen, you two-"

"Kiztrix, and he's Corcorus."

"Yeah. We're taking the fight to him. Do you know anyone else that would help?"

"One other, if we can find her. She was going to poke around for answers, as I recalls."

"Help Gwen find her. We're going to need her help."

"You've got mine, too."

"Look, you're the reason we're here in the first place, so forgive me if-"

"You could have killed me, but you didn't. My life belongs to you now, until one of us dies. Like it or not, you're stuck with me, and right now, I want to hurt him, badly."

"I don't care. You-"

"I could probably reverse whatever the Collector's doing to Earth, and I'm pretty sure you want me to do that. You can kill me afterwards, if you like, but right now you need my help."

Ben looked over to Gwen and his newfound alien companions. All three of them had looks of varying assent on their faces. Just to be sure, Ben found himself asking the mysterious voice he'd been hearing in his head. He didn't get any specific words back, but the same approving note he got from the others. Slowly, he nodded.

"Fine. You can help, but I'm watching you. Step out of line, and I'm not responsible for what happens to you."

"Just to be safe, I'm staying with you. I don't really trust you alone with . . . "

"Fray. My name's Fray."

"Yeah. Considering what I just stopped you from doing, you've got to admit that I have a point."

Ben nodded. Kiztrix and Corcorus had already left, leaving the cousins to a little reunion. Gwen decided to start it off.

"How did you get your memories back? I've got a few hazy snapshots, but you seem to have the whole thing together."

"I don't know. I just heard this voice in my head and then BAM, I remembered everything."

"You're hearing voices? That's not good. For all you know, it could be Ghostfreak trying to take you over again, and we don't have another space shuttle to burn him up in."

"This isn't Ghostfreak. This one's helpful, but that's not the point right now. We need a plan if we're going to get off this ship."

"I can help."

"Maybe you didn't get it the first time. I don't want your help-"

"But you need it. I'm the only one you've got that knows this ship and the others you're going to fight. Trust me, you don't want to do this without me."

"You can help, but I'm not trusting you any farther than I can throw you."

That seemed acceptable to Fray, or at least not enough to make her mad. She slowly stood up, leaning against the tree she'd been sitting under; her recent self-revelation had made her a little wobbly in the knees. Ben turned around and looked over the elaborate prison the Collector had thrust them into. If he had his way, it would be that monster's grave. He was broken out of his dark thoughts by the return of Kiztrix and Corcorus, who were leading Grst'aria. She arrived just as the Omnitrix timed out, leaving him human for their war council.

"We have to destroy everything. This ship, the Genesis Chamber, and most importantly the Collector himself. If any of these are left, he or someone like him could just pick up his work from what's left."

"And how do we go about doing that? I mean, you can't possibly be the _only_ warrior he has under his thumb, right?"

"He has more, but they won't do anything unless he tells them to, and he doesn't consider anything a threat to himself anymore, so he'll leave them out of this. Maybe Ben can beat him, using the Omnitrix, but that's only if he has something powerful enough in there to hurt the Collector."

"He is a fragile creature by nature, relying on others to do his work for him. Anything the boy has, I thinks, can beat him."

"Wrong. I was poking around in his files before you brought me here. The Collector has been around for longer than most _planets_. There might have been a little exaggeration, but I was left with the impression that he's pretty powerful. We need a diversified threat to take him, and I don't think you can shift forms to fight him, right?"

"I can't control it, but it could happen."

"What about magic? Does he have any kind of protection against it?"

"It didn't say anything, but he doesn't strike me as the superstitious type. It couldn't hurt."

"I want to kill him myself."

"What? Why?"

"He messed with my mind. You can weaken him if you want, but I want the final blow. Once I do that, you can kill me, if you want. I won't care anymore."

"Oh no you don't. You said you were going to stop whatever he's done to Earth, remember? I don't want to be the last human ever. Now we just have to wait for the Omnitrix to recharge, and we can go after him."

"How long should that take? I mean, there's never been a really set time limit for it, so we could be waiting for ho-"

Gwen's commentary was interrupted by the beeping that indicated the Omnitrix's renewed readiness. Ben started off when Grst'aria put her hand on his shoulder. Ben turned to see the threesome of alien refugees clustered together.

"What?"

"We've heard of the Omnitrix, that it can acquire aliens and add them to its database. We were thinking that, maybe, we could donate our DNA, so that our species' can live on after we're gone."

"Really? You _want_ to do this? Most-well, all- of the aliens I've acquired, I picked up by accident."

"Yes. We want something left of us after, well, you know."

"OK. Just touch the dial, and it'll pick up your DNA. It doesn't even hurt."

Grst'aria, Kiztrix and Corcorus all touched the dial at once. It took a second for the Omnitrix to separate the different DNA signatures from each other. When it had, three silhouettes flashed by in front of him. Ben turned the Omnitrix to selection mode, looking at each new alien once. The one representing Grst'aria looked a lot bigger than she did. He brought this up, and she smiled.

"Male Radiskullians are humongous compared to females, even the young ones. He's at least twice as tall as you right now, and should get a lot bigger as you get older. Now, let's finish this."

"You think _you_ can take me out? Interesting, but pathetic. I'm an immortal, and you're just a rabble with an anger management issue. By all means try, but be prepared to be disappointed."

Ben was staggered by the sheer amount of malevolence pouring off the frail-looking creature standing before him. It had been an easy matter to get to him; his hunters had stepped aside and simply let them pass. Fray had been right about his confidence. Everyone in his group split off in a loose semicircle, moving to flank him. Ben turned the Omnitrix to Reactor(his name for Grst'aria's DNA) and pressed the dial down. When the green light cleared he towered over anyone else in the room. Rushing forward, he fired a massive burst of radioactive green fire out of his hand without knowing exactly how he did it. Grst'aria did the same, while Kiztrix exhaled a miasma of ice from the other side. When Ben swung at the Collector, the alien twisted out of the way of the strike with the same effort as snapping his fingers, grabbing him by the wrist and throwing him through the wall. Ben sat up slowly from a broken glass tube, confused. Nothing they'd thrown at him had even inconvenienced the Collector. Pulling himself up, he saw a white fist seconds before he was hit with the force of a speeding truck. Before he could be rocked back by the blow he was grabbed and thrown the other way. The Collector looked furious.

"You dare assault the Genesis Chamber? You will pay dearly for damaging my work!"

"Hands off, creepshow!"

Gwen rushed forward, her hands and feet sheathed in black flames. Where Ben had tried to overpower the Collector with brute force, Gwen launched into a blistering display of martial arts. The Collector easily swatted her attacks aside, playing with her until she landed a burning blow. The image of her fist was burned black into his cheek, smoking as he howled in fury. Gwen wasn't fast enough to dodge his return shot, and it was only Kiztrix's intervention that kept her from being splattered over the wall. The Collector stared at his reflection on one of the walls, incredulous at the fact that he'd been damaged.

"Interesting. No one's ever managed to do that before. How'd you like to work for me, girl? Once you pay off this injury, it's very profitable, and-"

Ben hit the Collector in the back with a massive blast of nuclear fire. With Gwen making the mystic chink in his armor, it was easy now to hurt him. The Collector lurched forward, walking right into a blinding spray of color from a combination of eyes on Corcorus. He staggered back, clearly hurt now, stopping only when Kiztrix froze over his feet and legs. He shook his head, vision clearing just in time to see Fray staring him down, energy blade humming out of her right wrist. She responded to his questioning look with an ancient curse in her own language, swinging her arm as hard as she could through his neck. Both parts of his body dissolved to ash before they hit the ground. Ben grabbed Fray before she could completely fall over; she looked stunned, as though she couldn't believe what she'd done. Before she could fully recover, the Collector's voice echoed over hidden speakers.

"Well done, assailant. My body is destroyed, and you have access to my work. It's just too bad you won't live to benefit from it. My ship will self-destruct in two minutes. Will you choose to leave, or die trying to steal from me? Your choice. Better hurry."

A portion of the wall opened, revealing an elevator. Ben hustled Gwen and Fray into one, then turned to the others. Grst'aria shook her head.

"We have to stay. Most of his captives won't have the time to get out, and we shouldn't either. You'll have our templates available, and that's survivability enough."

"No! Without you guys, we wouldn't have beaten him! You shouldn't die just because-"

"To be young again. I'd hates it, to be honest. Now go, boy, before your world dies as well."

"But-"

"Go. Our species are already gone. Our continued existence would only aggravate the order of . . . screw it."

Another combination of eye-blasts, and Ben was forced back into the elevator. It sealed shut, and he felt it fly down its shaft. When it stopped, he was pushed in another direction, falling out of the now-open door into a small escape craft. Looking out the window, he saw the moon flash by in a second; he hadn't realized they'd been that close to Earth the whole time. They slowed down considerably as they hit the atmosphere, but still left a small crater when they hit. A hatch opened, and Ben and Gwen propped Fray up between them and half-carried her out of the ship. As soon as they got her out of the crater, a small red light popped up on Fray's forehead and Grandpa Max's voice sounded.

"Kids, get away from her. Now."

Neither of them had seen Max wield a gun as big as the one he was holding now. Fray's eyes rolled up and then dropped back down, ready to die. Ben shook his head.

"We need her to stop whatever he's done. We'll explain once that's done, but she's the reason we're even here now. Give her a chance."

Max didn't drop his aim, but nodded. Ben and Gwen got out from under Fray's arms, and she slowly stood up, shaking a little on her legs. Max pointed to another, smaller, crater nearby.

"Whatever it is, it's burrowing down there. I don't know how to stop it."

"Tighten the focus of your gun as narrow as you can and shoot it straight down. It has to be about pinprick width or it'll just glance off the armor."

"He's using a seismic upheaver?"

Fray nodded before turning and kneeling, head hanging on her chest. Max followed her instructions, firing down the hole. The anticipated explosion didn't happen; a little smoke rose out of the hole after a few minutes, but nothing else. Max shifted his weapon, aiming it at Fray's forehead.

"Talk."

It took about fifteen minutes for Fray to spill the entire story. Max looked at Ben.

"This is your call, Ben. She's an Arcturan. Her species' honor system means that she wants you to decide what happens to her. After what she put you two through, I wouldn't mind finishing her stubborn, racist species off. They're nothing but trouble."

"No. Sure, she kidnapped us, but she also saved Earth, which she didn't have to do. She stays with us. You've always said you wanted another set of eyes to watch us, right? Well, now you have one."

Fray looked up at Ben. He thought he could see tears in her eyes, although it could just be light reflecting off her pupils; he had no idea whether or not she could actually cry. Max raised his gun, powering down his gun. He didn't particularly like this option, but he also realized that, had Ben wanted Fray dead, it would have meant he had changed for the worst. He held his hand out to Fray, who took it and slowly pulled herself up. _This_, he thought, _is going to be an interesting summer now_.


	9. Hyde and Seek

I do not own Ben 10, or any of the characters that have already or will debut in the series.

Note: This project ignores the events of "Race Against Time", "Ben 10 Versus Negative 10". "Goodbye and Good Riddance" and "Ben 10: Alien Force". I have other plans for Ben, Gwen, Charmcaster, Animo, and all the others.

Secondary note: For this project, benwolf is Howlrunner, benmummy is Underwraps, and benviktor is Boltneck.

"So, he's really paying us for this? Hard cash?"

"Yeah, and all we have to do is get a few little injections. I gotta tell you, I really need this. My parents aren't sending me enough cash to cover room and board this semester."

Rachel nodded, but she wasn't really listening; she'd tuned Beth out after 'Yeah'. She didn't need the money, but to be fair, she'd heard that the professor running the trial was a little loose with his chemicals, and she was really hoping she could get a buzz off of whatever he was pumping into her. She didn't have to wait long for the professor. He was thin to the point of emaciation, like a human skeleton. He looked at the small group, checking names to faces.

"For those of you that don't know me, which is probably most of you, I am Professor Arthur Jekyll. I asked you to test-"

"When do we get paid?"

Jekyll looked furious at being interrupted, especially from the brawny frat boy sitting in the back. He tamped this down, answering the question.

"You will be paid at the end of the experiment. Now, I am testing a muscle growth serum intended for use in restoring muscle tissue for people who have lost most of it in accidents. I must stress that you do _not_ tell anyone about this. Do I have your agreement on this? Yes? Then let us begin. James Andrews, come forward please."

Jekyll grinned. Soon enough his experiments would pay off and he'd complete his serum. Then he wouldn't need to test on idiots like these. _Don't get impatient. They want this done right, and that takes time. Just a little longer, old boy._ Grinning slightly, he injected the interrupting frat boy.

"Next!"

**Ben 10**

Hyde and Seek

"Seriously, what kind of garbage did you _eat_ on your homeworld?"

"Ben!"

"What? She actually likes the fried grubs and smoked frog legs Grandpa Max makes. Either she can't taste anything or-"

"I think it tastes good, all right? It's not as good as Arcturan food, but it's still palatable."

"Bleagh. People weren't meant to eat that kind of stuff."

Ben and Gwen were sitting at the small table in the Rust Bucket, watching their newest traveling companion, the alien cyborg Fray, dig through the fridge looking for leftovers from last night's dinner. Even though it had only be two days since she had saved them from the Collector (although, to be fair, she wouldn't have needed to save them if she hadn't kidnapped them in the first place), she'd already proven her worth, saving Ben from getting eaten by a pack of dogs when the Omnitrix had accidentally turned him into Gray Matter instead of Wildmutt. Ben didn't like talking about that incident, but Max had warmed up to Fray considerably after that. Gwen stood up, working her way up to the front seat to sit next to Max.

"You know, it's never too soon to look at colleges, right? 'Cause-"

"Oh, come on! I've got better things to do than follow you around another school that you're looking at! Besides, last time we did that, Ghostfreak got loose, and both of us almost died."

"Who's Ghostfreak?"

"You don't want to know, kid. He's best left forgotten."

"That's not fair, Ben. You get to have all kinds of fun running around with the Omnitrix, and it's about time I got to do something I wanted to do."

"Okay, what's the _real_ reason you want to see this place, Gwen? You're not even in high school yet, so I doubt you're really scouting colleges right now."

"Look, if it's such a big deal then you and Grandpa Max go. Me and Fray'll find something to do."

"We will?"

"Sure. Don't worry, you guys, we can handle ourselves, no problem. Right?"

"Yeah, I guess. I'll keep a close eye on him, Max."

"Both of you keep out of trouble. We'll meet here in a few hours."

Ben practically ran out of the Rust Bucket when it stopped, with Fray following close behind. Max waited until Ben and Fray were gone before he turned to Gwen.

"Spill. Why do you want to be here so badly?"

"I was talking to Janet online, and she said she was here to help test something, and she wanted me to be there for, you know, moral support. She says . . . she says it might help her walk again."

Max immediately understood why Gwen had wanted to keep this secret from Ben and Fray. Ben had never really liked Janet, even after the two of them had recently spent some time stuck together in the woods earlier in the summer, and would probably sulk the whole time if he had been forced to go. As for Fray . . . well, Max had heard stories about what Arcturans did to members of their species that became physically unable to keep up with the rest of the species. Both of them would have been uncomfortable in that situation, to say the least. It was for the best that they had decided to wander off.

"Okay, let's go. We should have some time to get there, if you have the right time."

Ben and Fray were wandering around the area near the campus, trying to find somewhere to hang out that wasn't packed with college kids. The crowds were bad enough, but Fray had hit upon another, more pressing problem; most of the guys were _very_ attracted to her, despite her young appearance.

"Ugh! Why are all these guys hitting on me?"

"Well, you are kind of cute. Not like a knockout, but still attractive."

"Still, this is _embarrassing_. I'm a warrior, not some little piece of eye candy sitting around for them to look at. I wish-"

"That you and I could be together, baby?"

A random college guy and walked up to Fray, wrapping his arm around her shoulders and pulling her up against his chest. She tried to squirm out of his grip, but he was holding her tight enough to keep her next to him. Ben tried to jump to Fray's rescue.

"Hey, let my sister go, or I'll-"

"You'll what, small fry? Beat me up?"

"I'll tell the police! She's only fourteen, and-"

"Butt out, kid. Better yet, stay and watch. Maybe you'll learn something."

With that, the guy pulled Fray even closer and kissed her. She felt something push itself into her mouth and did the first thing she could think of. She bit it. The guy pulled back as soon as she let go, trying to shout with a wounded tongue. His buddies seemed to think this was hilarious, and Ben and Fray decided to duck out while they were busy ripping on their friend.

"Sister, huh?"

"What? You'd make a really cool sister, and I was always jealous of Gwen having an older brother around, so . . . "

"I see. Why am I so young, though? I'm an adult by Arcturan standards."

"Yeah, but you look like you just became a teenager. Besides, that makes you young enough that it's not exactly legal for these guys to mess with you."

"Oh. Well, thanks for the attempted save back there. Think we'll find anywhere those guys aren't?"

"Hopefully. If not, I can always use something in the Omnitrix to freak them out."

"Cool, but let's leave that as a last resort."

It had taken a lot of talking to get into the amphitheater, but Gwen and Max had finally managed, even if it had only been Janet's father coming out and telling the man holding them up that they were friends of the family. They silently filed into seats near the top of the theater. Down below, Janet was lying on an examination table. Her upper body was shifting a little with nervousness; her thin, wasted legs weren't moving at all. Several assistants were checking her vitals while a ridiculously thin man was preparing a syringe. Once he was satisfied, he stepped forward to say a few words.

"Greetings fellow professors, distinguished guests, to a demonstration that may very well change the face of the world. I am Doctor Arthur Jekyll. We have here one Janet Young, afflicted by an extremely rare condition that caused the muscles in her legs to atrophy away to near non-existence, though this is hardly the only application for the serum. My serum stimulates muscle growth at such a rate that full, healthy muscle mass can be achieved in about a minute. I will open the floor to any questions after the test."

Jekyll picked up the syringe and injected it into Janet's leg without any pretense. For about a minute, nothing happened. Suddenly her legs twitched and began fleshing out. Jekyll helped her stand on shaky legs. Janet managed to take a few wobbly steps before her legs quickly wasted away again. Jekyll and one of his assistants caught her before she could hit the ground, helping her back to the table. The room exploded with questions, which Jekyll fielded calmly. Gwen and Max snuck down to talk to Janet and her parents, who had been waiting in the front row. Janet was actually crying a little, which she insisted were tears of joy.

"I think he might actually have something. Oh, I'd forgotten how _good_ it felt to walk!"

Gwen didn't know what to say. Her mother quickly took her away, but her father lingered for a little bit, talking to Max in hushed tones. They could be talking about anything, though it was probably Plumber business; Gwen remembered Mr. Young's distinctly inhuman arsenal he'd brought out when he and Grandpa Max had gone looking for Ben and Janet during their last meeting. Gwen took one last look at Dr. Jekyll. He looked triumphant, like he'd permanently fixed Janet. It didn't exactly match up with the half-minute effect of his chemical. Still, this wasn't the time to be suspicious. Janet was going to be fine now, and that was all that mattered, right?

Hours later, Fray was wandering the streets near where the Rust Bucket was parked, trying to forget the conversation-turned-argument they'd had over dinner. She'd merely informed Gwen what would have happened to Janet on her homeworld was all. Gwen had no right to react the way she had. So what if her now-extinct species' practices weren't considered "humane" on Earth? That didn't make her a monster. Gwen was just closed-minded. Yeah, that was-

"Well, well, look who just can't stay away from me."

Fray turned around just in time to be punched in the face. It didn't really hurt as much as it would a human; her body was mechanical and simply didn't register pain the same way flesh would. It still knocked her to the ground though. She picked herself up and found herself looking the idiot she'd bitten earlier being held back by his friends. They looked stunned and a little afraid; he looked angry.

"Dude, what are you doing? She's a kid!"

"Yeah, leave her alone, man!"

"No way! She made me look like an idiot and she's gonna pay!"

The angry guy shook his friends off, waving his arms to drive them back. As soon as they got away from him (one of them was pulling out his cell phone to call the police), he pulled a syringe out of his pocket, grinning like a fiend while he did so.

"Stole this from that idiot doctor. A little bit makes me feel like a superstar. This much should let me teach you the lesson you deserve."

Without a second's hesitation he plunged the needle into his arm, pushing the plunger down the entire way. His entire body swelled like a balloon, turning red as his skin stretched almost to the breaking point. He was screaming the entire time as his body warped under the influence of the chemicals, even though it only took a few seconds. When it finished he was a little over nine feet tall and five feet wide at the shoulders. His face split into a wicked smile when he saw how he towered over her. He laughed, a deep booming laugh that held absolutely no humor.

"Look at this. I'm gonna _destroy_ you."

Fray decided that this was an excellent time to activate the hidden weapons built into her arms. She made a specific flexing motion with her right set of fingers, turning on the pink energy blade hidden in her wrist. She made another motion with her left hand, and a small round shield made of the same pink energy sprouted from her forearm. The guy chuckled again, and then swung a tire-sized fist at her. She held up her shield to block him and took the full force of the blow.

It was a bad idea. Even braced against the impact, Fray was knocked flying, and the kinetic energy from the blow overloaded her shield. She rolled with the landing as best she could, though this time it actually hurt a little. It took her a few precious seconds to get back on her feet, at which point she had to immediately throw herself out of the way of another meteoric attack. As she moved past him she swung her blade at his arm, leaving a slice like a paper cut up his forearm. He looked at the wound, clearly not phased at all by it.

"That's it? Your dinky little light show's cute and all, but you can't do _anything_ to me, can you? Good night kid-"

Fray rushed forward, slicing like mad. In about five seconds she had left a crisscrossed pattern of thin cuts all over his chest, but it didn't slow him down in the least, as was proven when she had to do a backwards somersault to avoid her foe's next blow. She turned to run, but he grabbed her by the ankle and held her upside down in front of him. For a second she thought he was going to eat her.

"Not so tough now, huh? Let's see, what should I do t-EEEEYAAGH!"

The guy started shrinking at the same rate with which he'd grown. The only problem was, as his skin started snapping back, the razor-thin cuts were expanding exponentially. By the time he'd gotten back to his normal size, his chest looked like hamburger. He'd stopped screaming, but only because the intense pain had caused him to black out. Fray wanted to run, but something unfamiliar rose up in her, paralyzing her totally. She was still there when the police showed up.

"Fray Tennyson? Your grandfather is here. You can go."

Fray was curled up on the bench in the jail cell, staring blankly at the wall across from her. She'd just been sitting there since the police had come across her standing over her attacker, staring down at his ruined chest. He'd been rushed to the hospital, while she had been taken to the station. She'd told the truth, even though they probably hadn't believed her story. She had no idea what the guy's friends had told the police, but she had been put in an empty cell, and none of the people brought in since had been put in with her. For a few moments she didn't even register what the cop had said, but she figured it out before he came in to get her. Hidden from her view, the guy let out a sigh of relief when she silently walked out of the cell; if what the witnesses had said was true, he hadn't wanted to be the one to drag her anywhere.

Fray couldn't look Max in the eyes as they left the station. She barely registered the fact that they weren't going directly to the Rust Bucket until he pushed a door open in front of her. They were in some kind of restaurant by the looks of it, though she couldn't see why he'd brought her here. It wasn't until after Max had ordered for both of them (Fray still being too shell-shocked to do much more than nod or shake her head) that he looked her in the eyes and said anything to her.

"What happened? The last thing I know you storm out after dinner, then I get a call that you're in jail. I'd like an explanation."

Fray began telling her story, trying to be as economical with her words as possible. When she got to the part about her foe shrinking into near-death, something caught in her throat; she couldn't properly talk and something started welling up in her eyes. She bowed her head, trying to figure out what was wrong with her. While she was sitting there, Max decided to prod her gently.

"Why didn't you just leave when he started shrinking?"

"I-I-I d-don't know, I was just . . . just-"

"Afraid?"

"No!" Her own vehemence startled her a little. "I'm a warrior, I'm not supposed to be afraid! I'm supposed to be fearless, not cowering over someone just because I hurt them-" She was crying now, though she didn't realize it at first. "I'm . . . I'm losing my edge, what makes me who I am-"

"Listen to me. Some of the bravest people I know were afraid sometimes. It's part of being human. I know," he held up a hand to stop her from interrupting, "you're not human, not technically, but now you have a family again. You're afraid because you're starting to relearn how to feel. Before, you weren't afraid because the Collector did something to your head. Now that you have something to keep you sane, you're starting to break his conditioning, and it scares you. But don't fight it; it's part of being a member of a family. _Our_ family. Okay?"

Fray nodded, blinking back tears as she did. She hadn't realized how lonely she'd been before meeting the Tennysons, and having them now . . . she couldn't describe the feeling if she tried. It wasn't until their food arrived that she realized that Ben and Gwen weren't with them. She asked Max about it, and he shook his head.

"They're both asleep in the Rust Bucket. I didn't feel the need to wake them up over this."

"They're probably up by now. Gwen gets up in the middle of the night to go to the bathroom every night, and she probably woke Ben up. You might want to give them a call before they start searching the city for us."

After they finished eating, Fray and Max walked back to the Rust Bucket. As expected, Gwen had woken up, seen that neither of them were there, and woken Ben. The two of them were half-dressed, getting ready to start searching just as Fray had predicted. Gwen breathed a sigh of relief when she saw the two of them, while Ben took it a little further; he ran up and hugged Fray around her waist, squeezing as tightly as he could. She patted him on the head awkwardly, as hugging wasn't something usually done between members of her species. They went back inside, where Ben starting asking where the two of them had been. Max gave them a bare-bones explanation (no need for them to know Fray had been in jail), after which Ben asked a simple yet direct question.

"How could this guy be any kind of threat? He was a joke when we ran into him earlier, right?"

"He injected himself with something. It turned him into some kind of monster. His muscles just got huge, and he could hit like a . . . truck? Is that the right word? It sounds right."

Ben decided to give Fray a little cultural lesson on trucks, but Gwen put a hand on his shoulder, deep in thought. It was coming . . . just a little more . . .

"Jekyll. The guy who was working with Janet, he said his serum accelerated muscle growth. I think it took Janet a minute to have enough muscle to walk on. Someone with regular muscles would get pretty big, even big enough to mess with Fray."

"We've got to stop him," Ben said, standing up and fingering the Omnitrix, "before someone else gets hurt."

"Ben, we should leave this up to the police. We can't just go in and attack someone like that-"

"The police aren't going to be able to fight anything that serum creates. Besides, I don't think they'd listen to anyone named 'Tennyson' right about now."

And then Fray told them about ending up in jail. By the time she had finished with her story Gwen had covered her mouth with her hands, while Ben looked like his temper was about to boil over. He stood up at once, slamming his hands down on the table in anger.

"I'm going after him. No one messes with my family and gets away with it."

Ben shoved the door open, stalking off into the early morning air. He didn't get far before a small hand grabbed him by the shoulder. He jerked out of its grip, moving with a quiet determination that would have made JT and Cash, his schoolyard bullies back home, think twice about messing with him. The hand grabbed him again and he spun around, ready to fire a retort at Gwen. When he got a look at her he saw, to his surprise, that she was carrying several of the magic items she'd stolen from Kol-Karah, including the scaly cloak, staff and Charmcaster's backpack.

"Can you at least wait for me before you try taking on the monster?"

It didn't take long for her to get ready, but it was long enough for some students taking earlier classes to be wandering the campus; Gwen, with her cloak, staff and other magical implements, attracted most of the stares, but a few noticed Ben's dead-set determination and got a little worried. Somehow they managed to not be followed all the way to the laboratory in which the experiment had taken place the previous day. Gwen cast a simple spell that unlocked the door, and they walked in ready for a fight.

Jekyll was standing at one of the worktables, carefully adjusting a device with his back to the door. He wasn't wearing a shirt, which greatly exaggerated his near-skeletal physique. He picked up the device, a pair of tanks and injection hoses attached to oversized straps, and put it on his back, though the straps were far too big for his body, hanging open across his chest. He turned around, not even the slightest bit surprised to see Ben and Gwen there. In fact, he looked like he had been waiting for them this whole time.

"Well, it's about time. I thought I'd have to send a lackey after your family before you'd come to see me."

"You did. That idiot almost killed my sister, and he did it with your stupid serum!"

"Hmmm, I thought I'd lost a few doses. Oh well, it all works out in the end. As you may or may not know, every Jekyll has a Hyde, be it mental illness, chemical addiction or something else. Most run from theirs, but I have decided to embrace mine. Perhaps you'd like to meet him?"

Both of them realized a second too late what Jekyll was planning; Ben was reaching for the Omnitrix while Gwen's hand shot for her bag of magic rocks, although both of them knew Jekyll had beaten them to the punch. He twisted the dial set in the crossing of the chest straps, and both of them saw the same nightmarish transformation Fray had witnessed last night. Jekyll clearly had access to a more pure serum than Fray's opponent had; he was easily twelve feet tall once he stopped growing, and his arm span from fingertip to fingertip was about the same. Ben had become Fourarms, but it was too little too late. Gwen's exploding stones slipped loosely through her fingers as she pulled them out, so startled was she by his new form. The newly-formed Hyde laughed and it was a rough sound, so unlike his cultured vocalizations before the transformation.

"Ah come on now luv, it can't be that bad, can it?" He looked down at himself and grinned. "Eh, maybe it can. Think fast!"

Hyde grabbed the tables that were sitting nearest him and threw them with about as much effort as tossing an apple core. Gwen's instinctive reaction was to throw her indestructible cloak in the way, but Fourarms grabbed her and dragged her aside before she could get hit.

"What are you doing? This thing-"

"Is just like Fray's shield! You'd be knocked flying, and then I'd have no backup! Hit him with your staff!"

Gwen aimed the open beak on the top of her staff at Hyde, firing off a continuous burst of energy that hit him squarely on the right arm. When she'd done that to Kol-Karah, it had eroded the flesh on his arm to dust. It didn't have nearly the same effect on Hyde; when she finally let up, his arm was still swelling back up to its mutated size.

"The Necromancer's Staff won't work! His serum rejuvenates his muscles faster than the staff destroys them!"

"I've got it! Say your prayers you-"

Ben blinked. He was . . . in his room? That wasn't right, he was supposed to be fighting Hyde with Gwen. How had he ended up here? He wasn't the only one there either. Floating over him was –

"Get up. I'm not going to help you if you're just going to lie there like a fool."

Ben was up, scooting backwards on his butt. For once Ghostfreak didn't try to fuse with him; in fact, he looked rather bored with this whole thing. Ben reached for the Omnitrix, but it was glowing bright red, timed out. Ghostfreak sighed, pinching what might have been the bridge of his nose with his impossibly long talons.

"How'd you get out? I swear if you hurt anyone-"

"I'm not out. We're in your head, waiting for Hyde to come over and finish beating us to death. Frankly, I was always hoping the big bruiser with the tentacles would be the one to finish us off, but what can you do?"

"Wha-how-?"

"In a nutshell, I'm what's left of me when you killed and absorbed me for the second time. Somehow I missed out on going back into the Omnitrix and got stuck in your brain instead. I've actually helped you before, since I die with you at this point and I've grown particularly attached to living, even in this state."

"Wait, _you're_ the one that switched me to ThunderVolt against Mech Wrecker? How did you-?"

"Unlike you, I know quite a bit about the Omnitrix. Certain knowledge would let you and I continue living right now, if you let me finish. Simply focus on the alien you need and touch the dial wherever it's located on your body. If you do it right you'll change into that alien immediately."

"That's it? Wait, what alien do I have that can stand up to Hyde? Fourarms is the strongest-"

"You can't out-brute him, but you might be hard enough to weather his attacks if you pick the right one. Now, wake-"

"-Up Ben! Come on, we have to help Janet!"

Fourarms sat up slowly. He could barely make out anything, as he was now seeing triples. Hyde was thrashing around, swatting at something with wings and claws. Gwen was hunched over him; she kept looking at his upper left arm. He tried to move it and was almost overwhelmed by pain. When he looked at it he saw that it was at an unnatural angle at the elbow, obviously broken. He shook his head, clearing it enough to see the alien he thought Ghostfreak had been talking about in his mind. When he had the image firmly entrenched he slapped the dial on his shoulder with one of his good arms. When the green light cleared he was no longer Fourarms, but instead the indestructible Diamond Head. Gwen gasped.

"How'd you do that? No time to answer; we've got to help Janet before Hyde tears her apart."

Diamond Head pulled himself out of the large hole in the wall that had been left by his entering it in a different form, forming his hand into a crystal spike as he did so. He did even less damage to Hyde as Fray had done, as his weapon was far blunter than hers was, but it certainly got his attention; he let go of Janet's gargoyle form and took a swipe at Diamond Head. His fist simply bounced off of Diamond Head's shoulder, and he immediately turned to see what he was fighting now.

"Well now, what's all this then? They didn't tell me you could change forms like that. I'll have to demand a bonus."

"What? You're a hired gun? Who do you work for?"

But Hyde realized that he'd said too much, and instead smashed the ground with both fists. The walls of the building started coming down, and Ben grabbed Gwen to carry her out of the falling debris while Janet winged off towards her family's RV. A loud rumbling preceded the collapse of the lab, and when the dust cleared there was nothing but a pile of rubble sitting where the building had once stood. No one knew what had happened, as fortunately no innocent people had been inside during the fight, and the incident was forgotten after a few semesters, as was Doctor Jekyll.

Later that day Ben, Gwen and Fray were sitting at the table in the Rust Bucket as it headed down the road. Ben and Gwen had talked to Janet earlier and, while she was very upset that Jekyll had only been using her to test his super-strength serum, she was glad that he had been stopped before he could really take advantage of his new creation. Now the Tennysons were discussing the events of the past few days with themselves.

"So, you think he was working for someone, someone that knew a lot about you two, and he just let it slip like that?"

"That's what it seems like. I just can't figure out who would know so much about Ben's abilities aside from Vilgax, and he would _never_ flat-out hire someone to fight him."

"He wouldn't really care about Gwen all that much, either. What," he said, since Gwen had shot him a dirty look, "Vilgax thinks you're some kind of ant or something. It's actually a good thing."

"Whatever. I'm just glad he's dead. I can't believe he just buried himself in the wreckage of the building. Why would he do something like that?"

"Maybe," Fray said, pulling a covered bowl of fried earthworms out of the fridge while Ben made a disgusted face, "he was so afraid of whoever hired him that death seemed like the easier way out. You never know, it could be true."

Jekyll approached the private jet, wheeling a suitcase behind him. All he had to do was get his money, and then it was back to England for him. He didn't have to wait long; his employer was waiting for him inside the jet. His face, painted to look like a skull, didn't intimidate Jekyll as much as he let on; he just felt it was best if his mystery employer _thought_ he was scared of him. Jekyll set his case down and sat in the seat across from the man, who only opened his eyes once they were both seated.

"Do you have it?"

"Right here." Jekyll reached into the pocket of his jacket and pulled out a small disk. "All the video of my encounter with those little snots. Why you're interested in them I'll never know. Aside from one little surprise they seemed remarkably ordinary."

"You think they're ordinary? The Tennysons and Miss Young show great potential. I just hope you weren't pulling any punches."

"I never pull punches in a fight. You have my money?"

Hex raised a hand and an open briefcase floated up to the table between them. Sitting inside was more money than Jekyll had ever seen before in his life. He had to resist the urge to count it; ten million euros would take forever to count, at any rate. He simply took the case and closed it. Hex stood up and made to leave the plane, pausing only to leave one final warning.

"Remember, you stay out of America from now on. If you come back, we have the resources to make it very uncomfortable for you."

He didn't wait for a response, simply walking out of the plane. Jekyll didn't even bother to watch him leave, instead choosing to lean back in his chair for a nap. He didn't need to come back to America. There was plenty of work to be found in Europe. Plus, no more teaching idiots. Life was good.


	10. Through A Mirror Darkly

I do not own Ben 10, or any of the characters that have already or will debut in the series.

Note: This project ignores the events of "Race Against Time", "Ben 10 Versus Negative 10". "Goodbye and Good Riddance", "Ben 10: Alien Force" and "Ben 10: Ultimate Alien". I have other plans for Ben, Gwen, Charmcaster, Animo, and all the others.

Secondary note: For this project, benwolf is Howlrunner, benmummy is Underwraps, and benviktor is Boltneck.

Tertiary note: I had to change the name of this chapter from the announced "Through the Looking Glass". I just kept having this dream where the Mad Hatter kidnaps Gwen and Ben has to fight a mind-controlled Killer Croc to save her. So I like Batman; sue me. With the name change, the dream goes away. Simple as that.

I am sorry it took so long to get the last chapter up. I'll try not to let it happen again. As for the suggested idea, as written it doesn't work, as the Ghostfreak in the Omnitrix is the actual alien whose DNA was acquired originally, though it does give me an interesting idea for a chapter. I'll credit you if I go through with it.

"Look, if you're going to have another drink, don't stick your tongue in the bottle like you did the last time, okay?"

"Why not?"

"We're getting enough stares because of your weird-colored eyes. If these people see that you have a three-foot long tongue they're probably going to freak out."

Fray rolled her red-and-purple eyes, but kept her tongue in her mouth while she drank the ridiculously overpriced cold water out of the bottle she'd bought; the water fountains only dispensed warm water that tasted like metal. She quickly spat it out, as it had started squirming around in her throat as she'd swallowed it. Most of the people wandering around the cheesy Wild West town pretended not to notice, but Ben, Gwen and Grandpa Max all turned to her immediately; as far as they knew, Fray had a cast-iron stomach.

"I'm all right. It just started moving around in my mouth and I spat it out. What's the matter?" she added, as Gwen had turned white as a ghost all of a sudden. "Are you feeling all right?"

But Gwen wasn't looking at Fray, or anyone else for that matter; she was staring, and pointing, at one of the water fountains, which was leaking profusely. In a heartbeat it, along with every other item containing water in the park, exploded, sending geysers of hot water into the air. The water began pooling into bipedal, roughly humanoid forms, each like a child's clay sculpture of a person. People were running around screaming, but one, a coffee-with-cream-skinned girl with glowing blue eyes, was walking slowly towards the Tennysons. Ben and Fray took up defensive positions immediately, though the girl didn't seem to be attacking. She got close enough so they could hear her and said one short sentence.

"Miss me?"

**Ben 10**

Through A Mirror Darkly

"Riptide. You're pretty far from home, aren't you?"

Ben reached for the Omnitrix as he said this, but his whole body went through a seizure at that moment, knocking him to the ground. Riptide clenched her hand in a fist, and several of the water-people stopped tearing the fake town apart and formed into a column of water, knocking Max and Fray flying. Fray shook her head, looking up to see Riptide grab Gwen by the wrist and start dragging her off. Ben got up, and another of her aquatic minions engulfed him, slowing him down and cutting him off from the air. The construct kept shifting its form to keep him stuck. Gwen was paralyzed with fear; Riptide's first encounter would have led to more deaths, but trying to drown Ben seemed much more personal than her killer tsunami.

"Why-how are you doing this? I-"

"My powers came back. And this time, _nothing_ will keep us apart. Not even your new friend. Why is she here? I thought your grandpa couldn't take anyone else in. So why is she with you, huh? Why can't that be me, Gwen? Why can't that be _us_?"

Gwen tried to pull her arm out of Riptide's hand, but she had a grip like a vise; somehow she'd gotten a lot stronger since they'd met in Tampa. (_Author's Note: She's really not. Since the human body is made up mostly of water, Riptide's using her powers to keep her muscles nice and tight while she holds onto Gwen. Interesting bit of science trivia for you._) Gwen tried everything she could think of, but Riptide seemed immune to even her most determined efforts, even when Gwen started digging into the nerves in her hand with her fingernails. She finally got a look at where they were headed and almost started to cry. The one water feature that hadn't been used to create her water constructs, the water tower had an open top. Riptide had created a rising pillar of ice, and was bringing them to the top. Gwen tried fighting harder, knowing deep down that there was no spell or force on Earth that could break Riptide's grip on her at this point. She looked crazed, fixated on the tub of water on the column supports.

"Don't fight it Gwen. Just go with it, and we can finally be together forever. Won't that be ni-WAH!"

The ice they'd been riding to the tower collapsed as Fray swept her energy blade through it, and both Gwen and Riptide fell; in her terror, Riptide relaxed her grip on Gwen, who finally managed to pull her arm free. Riptide hit the ground, trying to push herself up before Fray drove her knee into the younger girl's back. She hit a nerve instantly, forcing her joint in with all the force the Creator had engineered into her body. Riptide's apparent resistance wasn't great enough to stop it; she started writhing around, screaming at the overwhelming pain Fray was putting her through while her constructs collapsed on themselves without her concentration to keep them together. Fray pulled back her arm, ready to drive her weapon into the back of Riptide's skull. At the last moment she decided to be merciful, instead hitting her behind the ear with her fist to knock her out.

"So this kid was really going to level a city just to spend time with Gwen? I wish I had friends like that. Joking!" Fray added when she saw that her comment wasn't going over the way she intended it to. Humans had such _strange_ senses of humor.

Gwen was sitting on her bed, hugging herself and shaking. The encounter with Riptide had really shaken her up; she'd thought that chapter of her life was over, dead and gone so to speak. Ben, who had come far too close to dying himself, was unusually serious, which bummed Fray out. With both cousins acting withdrawn, she headed up to the front seat to sit next to Max.

"Was it really that bad? That Riptide girl, I mean. What exactly happened with her the first time?"

"Riptide was a runaway living under the boardwalk at a beach. Gwen let her freshen up and she thought there was a connection that wasn't there. Riptide ended up kidnapping Gwen and tried to summon a tsunami to wipe out the rest of the city so they could be alone together. It wasn't our greatest hour."

Fray nodded, trying not to dwell on what she had wanted to do to Riptide when she'd first pinned her. That time in her life was over; she was a kid now, not a killer. She was staring out along the desert road, not really focused on the terrain, when she saw a shimmer near the side of the road. This wasn't a mirage; if she saw it, it _had_ to exist. She tapped Max on the shoulder, pointing at the effect. He pulled over, telling Ben to get ready for trouble. Max grabbed a weapon, and he and Fray slowly walked towards the effect. Fray had deployed her energy blade and shield, ready to strike if necessary, though a part of her hoped she wouldn't need to.

The closer they got to the light effect, the more it looked like it was changing shape. In fact, it looked like a group of young or small humanoids. All of a sudden there was a brilliant aurora that erupted from the effect, blinding both Fray and Max. When their eyes cleared, they saw three young girls in front of them. The oldest girl, who looked about sixteen, had pale skin with white hair and eyes; she was also coughing a lot. The youngest was blond with blue eyes, and was wearing a purple basketball jersey over a gray hooded sweatshirt. The last of them had red hair and green eyes, as well as one other thing: she had an item on her wrist that had the unmistakable dial of an Omnitrix. There was a noise from behind Max and Fray causing everyone, new girls included, to turn and look at Ben and Gwen, who had snuck along to see what was going on. The redhead rushed forward, wrapping Ben in a hug and practically shouting "Oh thank God it's not too late!" Max was more concerned with the pale girl, who hadn't stopped coughing since her arrival. He picked her up and started carrying her to the Rust Bucket, with the unspoken invitation that action sent being accepted by everyone else.

The Rust Bucket was even more cramped than usual, seeing as there were now seven of them crammed into it. For right now Max was sitting at the table, staring down the redheaded girl; for her part, the girl seemed a little overexcited to be there. The blond girl, who didn't seem too much older than Ben or Gwen, was kneeling next to the pale girl, who had taken up one of the beds; she had stopped coughing, though she still looked pretty sick. Ben and Gwen were standing up near the front; Max had decided to keep them as far away from their visitors in case things got messy. Max started questioning the redhead, who seemed to be the leader of the group.

"Let's start with the basics: Who are you?"

"You don't recognize me? Grandpa Max, it's me, Gwendolyn. You should have known that."

Gwen's jaw dropped. This was _her_? Was she a time traveler? But that didn't explain the fact that her older double was wearing the Omnitrix. For that matter, where was future Ben, and who were these two girls that had shown up with her doppelganger? She raised her hand, but Fray pushed it back down; she was interested in hearing this girl's story, and didn't want it to be interrupted. Max, who hadn't reacted to Gwendolyn's statement, continued with his interrogation.

(_Author's Note: This is Ben 10: Alien Force Gwen circa seasons 1 and 2, just to get clear on character models here. I never said I didn't watch the shows, just that they don't play any part in my story._)

"I hate to break it to you, but that's Gwen over there." He pointed to Gwen, hoping to get more information out of her without having to ask another question. "So, unless you have a better story than that, I suggest you get out before anything happens to you. Understand?"

"Of course that's _your_ Gwen, but I'm her too. We're not from your universe. Ours collapsed, and we were barely able to get out before it was destroyed. I'm worried that something else might have made it out with us, and I was hoping we could find someone who could help us out if it did end up following us."

"That's bogus! Other universes, that's just a line of garbage! She's probably a spy for Vilgax or someone trying to get the Omnitrix-"

"The Collector claims the basis for my body was extradimensional. The theory does have its merits."

"I can also see this being a possibility. The Plumbers were first started to deal with threats from other dimensions; aliens weren't a part of our portfolio until the 1700s, around the time of the American Revolution. And in case you haven't noticed, Ben, Gwendolyn here is wearing an Omnitrix. If she worked for Vilgax, where would she have gotten it from?"

"Thank you. Now, maybe we should get Selene to a hospi-"

Gwen dove over Fray and rushed the other-Selene; if this one was as bad as the one she'd had to face, they really didn't want her getting any better. She made it almost to the bed before the blond girl grabbed her in a bear-hug. Gwen tried to throw her off, but the whole world _shook_, an assault from everywhere that threw her completely off her game. As she went to her knees, someone pried the other girl off her. Gwen groaned; her brain was still stuck in super-vibration mode. When her head cleared, she saw that Gwendolyn was standing between Fray and the blond; Fray had her energy blade out, and she suspected the only thing keeping Fray from carving both girls to ribbons was Max's grip on her shoulders. It took another moment for the words they were saying to start making sense; she ended up getting into the conversation halfway through, and all the voices were going off at once.

"-as attacking her! Speedfreak was just trying to defend Selene! She might have overdone it a little, but she was still doing the right-"

"-o of me! Let go of me so I can rip that little monster apart! She could have _killed_ Gwen with that stupid trick of hers, and-"

"-eally think you could catch me? I could take you to pieces before you could blink and not feel the least bit bad about it, you limey-"

"-yone calm down! This can all be explained, if you just stop yelling and talk it through. Someone, listen to me-"

Both Gwen and the other-Selene groaned simultaneously, and everyone that was arguing stopped at once, each eager to check on their own person down. Fray scooped Gwen up, carrying her to the front of the Rust Bucket while glaring daggers at (apparently) Speedfreak; Max followed her, keeping himself in the way of any attacks going either way. Gwendolyn and Speedfreak clustered around Selene, both looking pretty worried. After a few minutes of separation, Max told Ben and Fray to take Gwen outside so he could talk to Gwendolyn _alone_; Gwendolyn had to prod Speedfreak before she got the hint and left as well. Once the door was closed and locked behind everyone else, Max sat down and stared into Gwendolyn's eyes; she looked back, trying not to blink.

"The last universe to be destroyed died over 500 years ago. Care to explain where you've been all this time?"

"Wait, how long ago? Five hundred . . . oh God, no! He could have been loose all this time, and we've been . . . " She swallowed hard, clearly shook up by Max's small piece of information. "The last thing I remember is Selene casting her spell to get us out of our losing fight with him. He was a lot stronger, and we were getting beaten so badly, we were desperate to get away. Is it possible that we were, I don't know, stuck between universes for all this time?"

"It's highly unlikely, but possible. For someone like Selene there to pierce the walls keeping different universes apart, though . . . it probably burned through most of her magic and, judging by her condition, parts of her body. She might die, unless she's very careful from now on. Now answer this: who or what are you running from?"

"I don't trust her. What she could have done to Gwen . . . she's lucky I don't just go around killing people any more."

"I could do it. I bet Diamond Head could bring her down without breaking a sweat."

"Uh, you guys do know I'm, like, right here, right? And you're not even bothering to keep your voices down, so it's not like I can't hear you."

Both Ben and Fray glared at Speedfreak over their shoulders; under that focused ill will, she shrank back a little. Gwen, who was sitting on a bench in front of the two of them, watched Speedfreak over their shoulders. She really was young, probably only eleven or twelve. She seemed very nervous, especially whenever Ben so much as glanced at her; if anything, those glances made her shrink back even more, like she was terrified of him acting on his empty threats. Pushing herself up, she shoved her way through her cousins (that was how she thought of Fray now, as Ben's overprotective big sister) and walked over to Speedfreak. She was also sitting, though on a bench well out of arm's reach of Ben and Fray. Gwen sat down next to her, wrapping her arms around the other girl in a somewhat overeager display of friendship; Speedfreak didn't try to pull away, which was good enough for Gwen.

"Look, I'm sorry about them. They're just really overprotective sometimes. Your name's not really 'Speedfreak', is it?"

"Uh, yeah it is." Speedfreak still wasn't pulling away, which made Gwen feel better every second for trying to win her over. "That's what I called myself ever since I got my powers. I can't even remember my old name anymore. That one, the girl with the pink hair and funny eyes there? She's not human, is she?"

Gwen nodded, waving Fray and Ben over as she did. Both of them came over, but they seemed pretty reluctant; Gwen fervently hoped they wouldn't attack Speedfreak once they got within range. Ben sat down next to Speedfreak, and Gwen felt her start shaking, like she was cold, as soon as his butt hit the bench.

"What's the matter? Ben doesn't scare you, does he?"

"It's just . . . he's, I mean, our enemy was Ben. He was a powerful sorcerer, and we were trying to stop him from doing something terrible, something forbidden to the mages of our universe. And the way this one was talking . . . I was worried he might be as bad as _our_ Ben."

"Wait, your Ben does magic? That's not right, is it?"

"It is to me. Gwendolyn found out he was going to do whatever it was he was planning, and we decided to stop him. It didn't really work though; he's incredibly powerful. Actually, he's the reason I can even walk, though I kind of wish he'd left me alone after I found out he was evil."

"Who told you he was evil?"

"Gwendolyn. She says they were like twins up to the point where they got separated when he got adopted and she didn't, so she just knew."

"Adopted? What happened to our – to their parents?"

"Ben's magic exploded out of him during their fourth birthday party. From what she says they're the only two that survived it."

Ben and Gwen both looked pretty depressed. The other Gwen's family was dead? She was an unadoptable orphan? Even worse, it sounded like she had gotten along with her Ben better than they ever had; the two of them had never shared a birthday party, due to their parents' fear that they'd start fighting in the middle of it. Fray, on the other hand, was thinking hard on the somewhat suspicious nature of Speedfreak's story. Something didn't feel right, though she couldn't place her finger on it. She started pacing, trying to figure out what seemed wrong about this whole thing while Gwen and Ben spent more time talking to Speedfreak. Once she realized that Ben wasn't going to kill her, Speedfreak was actually pretty friendly. She finished up a joke she was telling, and the three of them were laughing with each other when Max and Gwendolyn stepped out of the Rust Bucket; they looked like they had come to a decision.

"Come on, kids. We're taking Gwendolyn and her friends to the nearest hospital; what happens next is up to the-"

But before Max could get the last word out, a shimmer appeared in the middle of everyone. All of a sudden Speedfreak was _gone_; looking over her shoulder, Gwen saw her hiding behind the Rust Bucket, huddled down in a ball. Gwendolyn grabbed at the dial of her Omnitrix, twisting it around to find an alien she liked; Ben saw what she was doing and imitated her, settling on one of the ones he'd picked up on the Collector's ship, the one he called Eye Guy. He slapped down the dial, and for a second couldn't figure out where he was; his brain adjusted to the weird vision, and he settled all his eyes on the shimmer. Fray had deployed her energy armaments, and Max had readied the weapon he'd planned on using had Gwendolyn been evil. A massive saurian creature, which everyone realized was Gwendolyn, pointed at the shimmer.

"It's him! My Ben is coming, and he's not going to be happy!"

The shimmer grew larger every second, then all of a sudden violently dispersed, throwing off light and noise in all directions. When it cleared, an older Ben (_Author's Note: Ben from every series after the original, with some adjustments mentioned in his description_) was hovering in front of them. Some parts of his body were ringed in blue flames; it took everyone a few seconds to notice that the burning parts of his body _weren't there_. Everywhere the blue flames were existed no flesh or clothing, only bones wreathed in an azure corona. He held up his left hand (the skeletal one) and pointed at Gwendolyn.

"Gwen, we can stop this. Please, let me explain what-"

The Gwendolyn-alien roared and surged forward, swinging a massive fist at her cousin. His whole body discorporated into more blue fire, reforming in the center of the group. He placed his non-skeletal hand on the ground; without any kind of recognizable spellcasting effort, the earth began forming into ogres made of rock and dirt (_Author's Note: Basically Charmcaster's monsters from the newer series', but with blue tracery instead of pink._). He swept his arm across the group, pointing at all but Gwendolyn in turn while commanding "Keep them busy!". All potential distractions eliminated, he held up a hand just in time to intercept a titanic blow from Gwendolyn; the impact sounded like a bomb going off.

"Kids, get back! This is too much for you to get involved in!"

Max shouted his warning, but was quick to ignore it when one of the rock ogres took a swing at Gwen; her shield spell took the impact, but was almost destroyed by it. The next second the creature was missing its head, shoulders, and a large portion of its torso; without this integral support, the rest of its body crumbled to dust. Ben fired a ring of eye lasers in all directions, blowing small holes throughout the monsters surrounding him. One, tougher than the rest, surged forward to smash him to pulp. It raised its fist to strike, but then looked incredulous at the stump left on that arm. It didn't notice Fray hanging in the air above it, energy blade pointed down to drive straight through its rocky skull to kill it. As it crumbled, Fray rode the rubble down. Ben focused three of his eyes on one target and the resulting blast froze his target solid; a blasting spell from Gwen turned it into shrapnel that shredded three more of the monsters. She turned from the fight to see Speedfreak huddled behind the Rust Bucket, bawling her eyes out. She ran over to get her involved in the fight; since she was leaving the battle, the ogres ignored her completely.

"Why aren't you helping? The world is going to pot in front of you, and you're just staying out of it?"

"I'm sc-sc-sc-scared! He'll kill m-m-m-me if I fight him, I just know it!"

"Look at me!" Gwen grabbed Speedfreak by the cheeks and forced the two of them into eye contact. "Do you think you can just run away from all your problems? What happens if he wins, huh? Do you think he'll just leave you alone? You already know what it's like to lose one world; do you really want to learn how it feels to lose two?"

Speedfreak's face blazed with determination, even though it was still streaked with tears. She stood up and _ran_, circling one of the ogres until it ripped apart under the strain of the winds surrounding it. Another one turned to attack her and she started spinning her arms around, throwing off two directed whirlwinds that blew massive holes in the creature. They were _winning_, beating down the stony monsters before they could recover. But Gwendolyn was losing. Her oversized alien body, grown even bigger to try and draw more strength from it, was starting to wear down, while Ben wasn't even breaking a sweat. She dropped to one knee, shrinking down to her current form's normal size in a few seconds. Ben placed his skeletal hand on her forehead; Gwen could feel powerful magic building up, but found herself unable to stop it.

"All this trouble, and for what? We're the only survivors, Gwendolyn. Our home, any chance to get anything back, it's all gone. What do you have to say for yourself?"

Gwendolyn said nothing, but pressed the dial embedded in her chest, changing into a blue creature that looked like it was wearing a cloak. It turned ghostly just as the magic Gwen felt unleashed – from _behind_ her. She turned to see Selene leaning against the doorway of the Rust Bucket, arm going limp after aiming her spell. Gwen turned back to Ben to see his body dissolving from the chest outward. He looked stunned, like Selene had somehow betrayed him. His shocked look was the last his face held as the disintegration effect destroyed his body. The last few of the stony ogres collapsed, their animating magic gone with its caster. Gwendolyn returned to her human form, turning to congratulate Selene on her impressive spellwork. Before she could say anything Selene collapsed; the only thing that kept her from hitting the ground was Speedfreak rushing over at top speed to catch her as she fell. Max took her, and both he and Fray went into the Rust Bucket with her; no one else followed, content to spend time outside with each other. They had beaten one of the most powerful creatures in the multiverse, and it was about time to celebrate.

"She's dying. That last spell must have taken the last of her magic, and that was all that was holding her together."

Max put the sensor away and spoke to Fray. Unlike the rest of the group, they had seen someone this bad off before, and knew that no one else should have to watch her die. Fray walked over, planning to keep Selene comfortable during her last moments. She leaned down in front of her and heard a whisper, something that made her jump.

"Did . . . did I get her?"

"Her? But . . . you were aiming at Be-"

But who _was_ Selene aiming at? Gwendolyn had been in the way, and would have spoiled any kind of shot Selene was trying to set up. In fact, Gwendolyn had been big enough to completely block any line of fire to Ben you could draw from the doorway. If Gwendolyn hadn't changed shape when she had . . . she would have been hit. Fray leaned in more, and whispered something back.

"Show me. Show me everything."

Selene's hands shot out faster than they had any right to and gripped the sides of Fray's head like a vise. Selene exhaled forcefully, and Fray started to see the visions. They played in reverse order, coming to her as Selene remembered them.

_Gwendolyn was standing near a fountain of light, pushing something into it; Selene couldn't see exactly what. Gwendolyn grinned, and it was a fiend's grin. She was looking at Ben, who was paralyzed by the trap set for him. "This is the last one. Soon you'll be burning for all Eternity like you deserve." "This is madness! You'll destroy everything over an accident! Please, I just want to help you-" "It's gone beyond that now, dear cousin. Selene, prepare to jump. Every Ben must fall, to keep the Gwens from being hurt like this. Soon, all too-"_

_ FLASH! "I don't get it, why would he help her walk again if he was evil?" They were standing in a hospital corridor, watching the girl slowly step across the mat through the window. "He just is. He killed your friends for their power, so how can he not be evil? Besides, can't you feel the power in this girl? He must be making more like her, turning the sick and orphaned into monsters that will serve him utterly. We have to take her with us, and now. Get ready." She pressed the dial of her Omnitrix and-_

_ FLASH! Ben was leading Gwendolyn by the arm to meet Selene. There were other kids there, and Ben was introducing her to all of them in turn. Gwendolyn didn't look happy to be there, but was being polite. She reached Selene and her face changed as Ben began talking about her. He excused himself, and Gwendolyn leaned in close, whispering "He destroyed my happiness. How can you trust him?" "I've known him my whole life; I just do." "I used to say that too. I need to talk to you; we might be able to-"_

_ FLASH! Ben was sitting in front of her, bawling. He was still new here, pretty young, and obviously shook up about something. Selene laid her hand on his arm, asking what he was crying about. "I miss her, Selene. I destroyed our family, and now we got separated. I'm never gonna see Gwen again, and it's all my fault!" "Hey, it's going to be all right. I miss my family too, but now you're going to learn how to control your powers. It'll be okay, trust me." "There's only one thing I want to do. I want to bring them back, all of them. Then we can be together again, and a family. I know I can do it, and then she'll be happy again-"_

Fray shot back, pulling out of Selene's slackening grip. Selene had stopped breathing, expending her last gasp to show Fray the truth. She hadn't been trying to kill Ben, but destroy the person that had led her to ruin. Fray stood up, grabbing Max by the shoulder. She had to tell him, and now before anything could happen to Ben.

"All right, one more and that makes ten. There we go!"

Ben pulled his Omnitrix away from Gwendolyn's, watching the dial turn and blink. She'd offered to give him her ten aliens for free; these were species that simply didn't exist in his universe, which would give him an unbelievable edge over anyone who thought they knew what was in the Omnitrix. It was taking a while for it to digest all the DNA, but it was well worth it to get this kind of advantage. Gwen and Speedfreak were sitting on one of the benches nearby, talking away; Gwen was planning on asking Max if the two of them could come along with them now that the other Ben was gone. Gwendolyn was fiddling with her Omnitrix with her back turned to Ben; he was curious about what she was doing.

"Um, what are you doing? Planning on showing me some tricks with my new aliens? Hey, why don't I give you some of mine?"

"Give me a minute, Ben. I don't want you to miss a minute of what I'm going to show you."

Gwendolyn raised her hand to press down the dial of her Omnitrix – and a pair of pink energy whips wrapped around her wrists, pulling her arms apart as the other ends anchored to the two trees farthest away from each other. Fray lowered her arms, from which the whips had been fired, and stalked forward; her expression conveyed sheer outrage and fury.

"Fray, what are you-?"

"Ben, Gwen, everyone, get behind me, now! Get as far away from her as you can!"

Ben, Gwen and Speedfreak all hurried over to Fray and Max, who grabbed all three of them. Fray walked over to Gwendolyn, who looked more disinterested than offended, and grabbed her by the hair and pulled her head back. Her energy blade was out, and she looked like she was fighting the urge to slit Gwendolyn's throat.

"So, I guess you figured it out, didn't you? I have to ask, what gave it away?"

"Selene showed me _everything_, right before she died. I know your whole history now, and I kind of wish we could do the fight all over again."

"Fray, what are you talking about?"

"Gwendolyn was going to kill you, Ben. She wants to kill every Ben Tennyson in existence, because she thinks it'll help her get over what she feels was a sad, miserable life."

"That's not true! Why would she give me all her aliens-?"

"Because she knew, somehow, that it would shut down your Omnitrix for a while. And it wasn't _all_ her aliens. Don't try and hide it; I heard you tell Ben you were going to give him ten, but Selene remembers eleven. Which one didn't you hand over?"

"Which one do you think?" Gwendolyn looked pretty mad now, upset that she'd been figured out. "I kept the one with the most power. It's remarkable at self-preservation; the other two minds in it agree that we should live, so it would have let me get away after I deleted your Ben. I would have grabbed his Omnitrix, which now had all the aliens I needed plus all of his, and gone after more Bens until I'd gotten rid of them all."

"You . . . you were going to kill him?" Speedfreak looked close to tears again. "You _lied_ to me about Ben being evil? He helped me walk again, and I repaid him by helping destroy him . . . you're a monster!"

"Yeah, and what are you going to do about it? Being outside the timestream for so long changed how I age. I bet I'll still be around in a hundred years, young and beautiful still, while all of you are rotting in your graves! And you, do you really think I'm scared of you? I can see it in your eyes, you're not going to kill me. Whatever you were before, you've gone soft! You can't bring yourself to do it, can you?"

"I guess you're right; I'm not going to kill you." Fray backed up a few steps and pulled a device out from behind her back, aiming it at Gwendolyn. "But I can still get rid of you. Did you ever hear of a place called the Null Void? It's a prison universe that you can't break out of without one of these projectors. You can live as long as you like in there; I believe it's called a 'life sentence' on this planet."

Fray pulled the trigger on the Null Void projector, and the portal opened behind Gwendolyn. The energy whips dissipated with a command thought, and Gwendolyn flew backwards into the portal; when it closed she was gone, trapped for eternity. Fray handed the projector back to Max as if it were a firearm, with the business end pointing at her. Ben looked at his Omnitrix; his new aliens had almost cost him everything, and he didn't know how to react to that. It was Gwen that asked the question she'd been pondering for a little bit now.

"Uh, since she's really got nowhere else to go now . . . can Speedfreak come with us? It's not like she has any family or whatever she can stay with or anything. Can she, please?"

Max thought about it for a second, then nodded; Speedfreak had helped them a lot, and she did need a place to stay. Gwen grabbed Speedfreak in a hug before leading her into the Rust Bucket. Ben and Fray followed after a few seconds, leaving Max alone outside. He held up the small urn he'd put in his pocket earlier; inside was Selene's body, disintegrated to dust after she'd died. He opened it, letting the dust fly out into the wind. Blaise had said this was how spellcasters preferred to be instead of interred; too many things could be done to a dead body. He watched the dust scatter for a few seconds before getting into the Rust Bucket with the kids. _You know_, he thought as he climbed the stairs, _we'll be running out of room soon._


End file.
